T. Rowe Price Retirement 2050 Fund (TRRMX) N-CSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act File Number: 811-21149

T. Rowe Price Retirement Funds, Inc.

(Exact name of registrant as specified in charter)

100 East Pratt Street, Baltimore, MD 21202

(Address of principal executive offices)

David Oestreicher

100 East Pratt Street, Baltimore, MD 21202

(Name and address of agent for service)

Registrant’s telephone number, including area code: (410) 345-2000

Date of fiscal year end: May 31

Date of reporting period: May 31, 2023

Item 1. Reports to Shareholders

(a) Report pursuant to Rule 30e-1

Highlights

and

Market

Commentary

Management’s

Discussion

of

Fund

Performance

Performance

and

Expenses

Financial

Highlights

Portfolio

of

Investments

Financial

Statements

and

Notes

Additional

Fund

Information

May

31,

2023

Annual

Report

T.

ROWE

PRICE

Retirement

Blend

Funds

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

Retirement

Blend

Funds

HIGHLIGHTS

The

Retirement

Blend

Funds

were

mixed

but

generally

flat

during

the

12-month

period

ended

May

31,

2023.

The

funds

lagged

the

S&P

Target

Date

Indexes

but

outperformed

their

Lipper

peer

group

averages.

With

respect

to

the

shorter-dated

vintages,

our

glide

path’s

relatively

lower

allocation

to

cash

and

higher

allocation

to

U.S.

Treasury

inflation

protected

securities

weighed

on

results.

Tactical

allocation

decisions

detracted

from

relative

performance,

while

our

structural

design

added

value

across

all

vintages.

Overall,

the

impact

from

security

selection

was

mixed.

Tactically,

we

are

underweight

stocks

and

bonds

relative

to

cash.

Stocks

remain

vulnerable

to

a

slowing

economy

and

a

weaker

earnings

backdrop,

while

tight

monetary

policy

remains

a

potential

headwind

to

bonds.

Within

fixed

income,

we

trimmed

exposure

to

floating

rate

loans

and

increased

our

overweight

to

long-

term

U.S.

Treasury

bonds.

The

impacts

from

tight

monetary

policy

continue

to

contribute

to

our

cautious

stance.

While

the

pace

of

interest

rate

increases

has

cooled,

we

expect

volatility

to

remain

elevated

in

the

near

term

as

the

effects

of

limited

liquidity

and

falling

earnings

expectations

are

reflected

in

markets.

Other

key

risks

to

global

markets

include

a

worse-than-expected

decline

in

growth,

central

bank

missteps,

persistent

inflation,

and

geopolitical

tensions.

Log

in

to

your

account

at

troweprice.com

for

more

information.

*

Certain

mutual

fund

accounts

that

are

assessed

an

annual

account

service

fee

can

also

save

money

by

switching

to

e-delivery.

T.

ROWE

PRICE

Retirement

Blend

Funds

Market

Commentary

1

Dear

Shareholder

Major

global

stock

and

bond

indexes

produced

mixed

returns

during

your

fund’s

fiscal

year,

the

12-month

period

ended

May

31,

2023.

Rising

interest

rates

weighed

on

returns

in

the

first

half

of

the

period,

but

many

sectors

rebounded

over

the

past

six

months

as

growth

remained

positive

in

the

major

economies

and

corporate

earnings

results

came

in

stronger

than

expected.

For

the

12-month

period,

growth

stocks

outperformed

value

shares,

and

developed

market

shares

generally

outpaced

their

emerging

market

counterparts.

In

the

U.S.,

the

Russell

1000

Growth

Index

and

Nasdaq

Composite

Index

performed

the

best.

Most

currencies

weakened

versus

the

U.S.

dollar

over

the

period,

which

weighed

on

returns

for

U.S.

investors

in

international

securities.

Within

the

S&P

500

Index,

the

information

technology

sector

had,

by

far,

the

strongest

returns.

Big

tech

companies

rebounded

strongly

at

the

start

of

2023,

helped

in

part

by

growing

investor

enthusiasm

for

artificial

intelligence

applications.

Meanwhile,

falling

prices

for

various

commodities

weighed

on

returns

for

the

materials

and

energy

sectors,

and

turmoil

in

the

banking

sector,

which

included

the

failure

of

three

large

regional

banks,

hurt

the

financials

segment.

Real

estate

stocks

also

came

under

pressure

amid

concerns

about

the

ability

of

some

commercial

property

owners

to

refinance

their

debt.

Cheaper

oil

contributed

to

slowing

inflation

during

the

period,

although

core

inflation

readings—which

exclude

volatile

food

and

energy

prices—remained

stubbornly

high.

April’s

consumer

price

index

data

(the

latest

available

in

our

reporting

period)

showed

a

headline

inflation

rate

of

4.9%

on

a

12-month

basis,

down

from

more

than

8%

at

the

start

of

the

period

but

still

well

above

the

Fed’s

long-term

2%

inflation

target.

In

response

to

persistent

inflation,

the

Fed

raised

its

short-term

lending

benchmark

rate

from

around

1.00%

at

the

start

of

the

period

to

a

range

of

5.00%

to

5.25%

by

the

end

of

May,

the

highest

level

since

2007.

However,

Fed

officials

have

recently

suggested

that

they

might

soon

be

ready

to

pause

additional

rate

hikes

as

they

wait

to

see

how

the

economy

is

progressing.

Bond

yields

increased

considerably

across

the

U.S.

Treasury

yield

curve

as

the

Fed

tightened

monetary

policy,

with

the

yield

on

the

benchmark

10-year

note

climbing

from

2.85%

at

the

start

of

the

period

to

3.64%

at

the

end

of

May.

Significant

inversions

in

the

yield

curve,

which

are

often

considered

a

warning

sign

of

a

coming

recession,

occurred

during

the

period

as

shorter-maturity

Treasuries

experienced

the

largest

yield

increases.

At

the

end

of

May,

the

yield

T.

ROWE

PRICE

Retirement

Blend

Funds

2

on

the

three-month

Treasury

bill

was

188

basis

points

(1.88

percentage

point)

higher

than

the

yield

on

the

10-year

Treasury

note.

Increasing

yields

led

to

weak

results

across

most

of

the

fixed

income

market,

although

high

yield

bonds,

which

are

less

sensitive

to

rising

rates,

held

up

relatively

well.

Global

economies

and

markets

showed

surprising

resilience

in

recent

months,

but,

moving

into

the

second

half

of

2023,

we

believe

investors

could

face

potential

challenges.

The

economic

impact

of

the

Fed’s

rate

hikes

has

yet

to

be

fully

felt

in

the

economy,

and

while

the

regional

banking

turmoil

appears

to

have

been

contained

by

the

swift

actions

of

regulators,

it

could

continue

to

have

an

impact

on

credit

conditions.

Moreover,

the

market

consensus

still

seems

to

forecast

a

global

recession

starting

later

this

year

or

in

early

2024,

although

it

could

be

a

mild

downturn.

We

believe

this

environment

makes

skilled

active

management

a

critical

tool

for

identifying

risks

and

opportunities,

and

our

investment

teams

will

continue

to

use

fundamental

research

to

identify

securities

that

can

add

value

to

your

portfolio

over

the

long

term.

Thank

you

for

your

continued

confidence

in

T.

Rowe

Price.

Sincerely, 

Robert

Sharps

CEO

and

President

T.

ROWE

PRICE

Retirement

Blend

Funds

Management’s

Discussion

of

Fund

Performance

3

INVESTMENT

OBJECTIVE 

The

funds

seek

the

highest

total

return

over

time

consistent

with

an

emphasis

on

both

capital

growth

and

income.

FUND

COMMENTARY

How

did

the

funds

perform

in

the

past 12

months?

The

Retirement

Blend

Funds

generated

mixed

returns,

as

shorter-dated

vintages

declined

and

longer-dated

vintages

posted

modest

gains.

The

funds

trailed

versus

the

S&P

Target

Date

Indexes

but

outperformed

their

Lipper

peer

group

averages.

(Returns

for

the

I

Class

shares

varied

slightly,

reflecting

their

different

fee

structures.

Past

performance

cannot

guarantee

future

results

.)

What

factors

influenced

the

funds’

performance?

Our

glide

path

design

has

a

higher

equity

allocation

and

corresponding

lower

fixed

income

and

cash

allocations

relative

to

the

S&P

Target

Date

Indexes

in

order

to

emphasize

long-term

growth.

This

aspect

of

our

glide

path

design

detracted

from

relative

performance

among

the

shorter-dated

vintages

where

we

hold

less

cash

relative

to

the

index.

Cash

outperformed

equities,

bonds,

and

U.S.

Treasury

inflation

protected

securities

(TIPS)

for

the

period.

Tactical

decisions

detracted

from

results

across

vintages.

Relative

performance

was

hindered

by

an

overweight

allocation

to

emerging

markets

relative

to

international

developed

markets

stocks.

Emerging

markets

broadly

declined

over

the

period

amid

headwinds

from

the

ongoing

Russian

invasion

of

Ukraine,

economic

and

geopolitical

uncertainty

in

China,

and

the

sharp

increase

in

most

major

developed

markets’

interest

rates.

We

believe

the

outlook

for

emerging

markets

stocks

has

improved,

and

we

are

constructive

on

the

potential

for

a

tailwind

from

economic

activity

and

stimulus

in

China.

An

underweight

allocation

to

U.S.

growth

stocks,

which

have

fared

better

than

value-oriented

stocks

in

recent

periods,

also

detracted.

However,

we

recently

closed

this

underweight

position.

The

impact

from

security

selection

was

mixed

for

the

period.

Underlying

fixed

income

allocations

detracted

from

performance

among

shorter-dated

vintages,

while

contributions

from

underlying

equity

allocations

added

more

value

at

the

long

end

of

the

glide

path.

The

underlying

dynamic

global

bond

and

hedged

international

bond

strategies

trailed

their

respective

style-specific

benchmarks.

On

the

positive

side,

the

U.S.

mid-cap

value

and

international

developed

value

equity

allocations

outpaced

their

respective

benchmarks.

T.

ROWE

PRICE

Retirement

Blend

Funds

4

How

are

the

funds

positioned?

We

maintained

a

cautious

stance

with

an

underweight

to

stocks

and

bonds

in

favor

of

cash.

Stocks

remain

vulnerable

to

a

slowing

economy

and

a

weaker

earnings

backdrop,

while

tight

monetary

policy

remains

a

potential

headwind

to

bonds.

Cash

offers

attractive

yields

and

liquidity

in

an

uncertain

environment.

Stocks

On

a

regional

basis,

we

are

modestly

overweight

to

international

stocks

relative

to

U.S.

stocks.

International

stocks

offer

relatively

more

attractive

valuations,

and

local

currencies

have

room

to

appreciate.

However,

the

economic

impact

from

reopening

in

China

has

been

disappointing

thus

far,

and

tight

global

monetary

policy

remains

a

headwind.

Outside

the

U.S.,

we

are

overweight

to

emerging

markets

stocks

relative

to

developed

markets

stocks

given

attractive

valuations.

Tightening

policy

from

central

banks

in

some

countries

may

have

peaked,

which

may

bolster

the

sector,

although

an

uncertain

near-term

outlook

for

China

could

contribute

to

continued

volatility.

We

are

overweight

to

U.S.

small-

and

mid-cap

stocks

relative

to

larger

companies.

Markets

appear

to

have

already

priced

in

an

unfavorable

economic

scenario,

leaving

valuations

attractive

on

a

historical

basis.

Among

smaller

companies,

we

see

value

in

selective

exposure

to

higher-quality

names

and

regional

banks.

We

are

neutral

toward

inflation-sensitive

real

assets

equities.

We

believe

commodities

offer

an

attractive

hedge

if

inflation

remains

elevated;

however,

commodity

prices

may

ultimately

face

pressure

due

to

global

economic

concerns,

while

real

estate

investment

trusts

face

pressure

from

higher

interest

rates

and

commercial

real

estate

weakness.

Bonds

We

continued

to

trim

our

position

in

floating

rate

loans

throughout

the

period

as

short-term

interest

rates

approach

peak

levels

with

the

Federal

Reserve

(Fed)

on

the

cusp

of

a

pause,

investing

proceeds

into

high

yield

bonds

and

higher-

quality

areas

such

as

cash.

In

the

high

yield

market,

credit

fundamentals

and

higher

yields

remain

supportive.

While

default

rates

are

rising

from

historically

low

levels,

they

are

not

expected

to

rise

significantly

above

long-term

averages.

T.

ROWE

PRICE

Retirement

Blend

Funds

5

We

increased

our

overweight

to

long-term

U.S.

Treasury

bonds,

which

we

believe

can

help

provide

ballast

amid

equity

market

volatility.

While

yield

volatility

could

persist

in

the

near

term,

we

believe

that

long-term

interest

rates

have

likely

peaked

in

the

cycle.

We

remain

overweight

to

dollar-denominated

emerging

markets

bonds,

which

offer

attractive

yields.

We

believe

the

sector

stands

to

benefit

from

peaking

central

bank

tightening

and

moderating

inflation

over

the

near

to

medium

term.

What

is

portfolio

management’s

outlook?

Global

equity

and

bond

markets

remained

volatile

during

the

period,

with

many

major

indexes

trending

lower.

The

outlook

for

the

global

economy

remains

mixed.

Signals

of

economic

strength

have

surprised

to

the

upside,

despite

evidence

of

tightening

financial

conditions

that

are

expected

to

weigh

on

growth

during

the

latter

half

of

this

year.

Global

central

banks

may

be

approaching

a

peak

in

the

tightening

cycle

as

inflation

slowly

recedes,

although

a

divergent

approach

underscores

the

uncertainty

in

the

current

environment.

The

Fed

looks

to

be

closer

to

pausing

as

it

emphasizes

a

data-dependent

approach,

while

the

European

Central

Bank

and

Bank

of

England

face

stickier

inflation

and

remain

on

a

tightening

course.

The

Bank

of

Japan,

meanwhile,

is

expected

to

push

a

shift

in

yield

curve

control

policy

out

later

into

the

year.

While

the

pace

of

global

interest

rate

increases

has

cooled,

we

expect

volatility

to

remain

elevated

in

the

near

term

as

the

effects

of

limited

liquidity

and

falling

earnings

expectations

are

reflected

in

markets.

Other

key

risks

to

global

markets

include

a

worse-than-expected

decline

in

growth,

central

bank

missteps,

persistent

inflation,

and

geopolitical

tensions.

We

continue

to

assess

when

to

add

to

equities

and

other

risk

assets

as

we

evaluate

long‐term

valuations

and

early

indications

of

stabilization

or

improvement

in

macroeconomic

conditions.

In

our

view,

these

conditions

contribute

to

a

less

compelling

risk/reward

trade-off

between

stocks

and

bonds

or

cash

in

the

near

term,

and

we

believe

that

a

more

modest

allocation

to

equities

may

be

prudent.

The

elevated

levels

of

volatility

and

uncertainty

in

global

markets

underscore

the

value

of

our

thoughtful

strategic

investing

approach.

Given

the

uncertain

impact

of

positive

and

negative

forces

driving

global

financial

markets,

we

believe

that

broad

diversification

across

asset

classes,

regions,

and

sectors,

as

well

as

our

ability

to

actively

adjust

allocations

to

enhance

the

Retirement

Blend

Funds’

risk/reward

profiles,

should

benefit

our

investors

over

time

across

a

range

of

market

and

economic

environments.

T.

ROWE

PRICE

Retirement

Blend

Funds

6

PERFORMANCE  COMPARISON

The

Performance

Comparison

tables

show

the

returns

for

each

fund

versus

its

respective

S&P

Target

Date

Index.

The

tables

also

show

the

average

returns

for

each

fund’s

respective

Lipper

target

date

category,

providing

a

tool

to

measure

the

performance

of

our

funds

against

those

with

similar

objectives.

In

addition,

we

compare

the

funds’

performance

against

the

S&P

Target

Date

Indexes

in

the

Growth

of

$10,000

graphs

following

this

letter.

(Returns

for

the

funds’ I

Class

shares

may

vary

due

to

their

different

fee

structures.)

RETIREMENT

BLEND

2005

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2005

Fund

–

.

1.90‌%

-0.80‌%

Retirement

Blend

2005

Fund–

.

I  Class

1.86‌

-0.61‌

S&P

Target

Date

Retirement

Income

Index

2.39‌

0.19‌

Lipper

Mixed-Asset

Target

2010

Funds

Average

1.55‌

-1.48‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

BLEND

2010

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2010

Fund

–

.

1.72‌%

-0.75‌%

Retirement

Blend

2010

Fund–

.

I  Class

1.78‌

-0.58‌

S&P

Target

Date

2010

Index

2.46‌

0.45‌

Lipper

Mixed-Asset

Target

2010

Funds

Average

1.55‌

-1.48‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Blend

Funds

7

RETIREMENT

BLEND

2015

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2015

Fund

–

.

1.77‌%

-0.71‌%

Retirement

Blend

2015

Fund–

.

I  Class

1.92‌

-0.45‌

S&P

Target

Date

2015

Index

2.32‌

0.27‌

Lipper

Mixed-Asset

Target

2015

Funds

Average

1.42‌

-1.45‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

BLEND

2020

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2020

Fund

–

.

1.83‌%

-0.54‌%

Retirement

Blend

2020

Fund–

.

I  Class

1.89‌

-0.37‌

S&P

Target

Date

2020

Index

2.38‌

0.18‌

Lipper

Mixed-Asset

Target

2020

Funds

Average

1.47‌

-1.40‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Blend

Funds

8

RETIREMENT

BLEND

2025

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2025

Fund

–

.

1.83‌%

-0.33‌%

Retirement

Blend

2025

Fund–

.

I  Class

2.00‌

-0.17‌

S&P

Target

Date

2025

Index

2.40‌

0.55‌

Lipper

Mixed-Asset

Target

2025

Funds

Average

1.52‌

-1.25‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

BLEND

2030

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2030

Fund

–

.

1.94‌%

-0.13‌%

Retirement

Blend

2030

Fund–

.

I  Class

1.99‌

0.04‌

S&P

Target

Date

2030

Index

2.44‌

0.60‌

Lipper

Mixed-Asset

Target

2030

Funds

Average

1.52‌

-1.06‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Blend

Funds

9

RETIREMENT

BLEND

2035

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2035

Fund

–

.

1.93‌%

0.23‌%

Retirement

Blend

2035

Fund–

.

I  Class

2.02‌

0.31‌

S&P

Target

Date

2035

Index

2.45‌

0.55‌

Lipper

Mixed-Asset

Target

2035

Funds

Average

1.65‌

-0.67‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

BLEND

2040

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2040

Fund

–

.

2.07‌%

0.34‌%

Retirement

Blend

2040

Fund–

.

I  Class

2.07‌

0.45‌

S&P

Target

Date

2040

Index

2.50‌

0.62‌

Lipper

Mixed-Asset

Target

2040

Funds

Average

1.76‌

-0.30‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Blend

Funds

10

RETIREMENT

BLEND

2045

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2045

Fund

–

.

2.06‌%

0.56‌%

Retirement

Blend

2045

Fund–

.

I  Class

2.18‌

0.68‌

S&P

Target

Date

2045

Index

2.52‌

0.72‌

Lipper

Mixed-Asset

Target

2045

Funds

Average

1.68‌

-0.22‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

BLEND

2050

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2050

Fund

–

.

2.06‌%

0.67‌%

Retirement

Blend

2050

Fund–

.

I  Class

2.06‌

0.79‌

S&P

Target

Date

2050

Index

2.50‌

0.73‌

Lipper

Mixed-Asset

Target

2050

Funds

Average

1.67‌

-0.16‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Blend

Funds

11

RETIREMENT

BLEND

2055

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2055

Fund

–

.

2.10‌%

0.59‌%

Retirement

Blend

2055

Fund–

.

I  Class

2.09‌

0.70‌

S&P

Target

Date

2055

Index

2.49‌

0.75‌

Lipper

Mixed-Asset

Target

2055

Funds

Average

1.72‌

-0.06‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

RETIREMENT

BLEND

2060

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2060

Fund

–

.

2.10‌%

0.59‌%

Retirement

Blend

2060

Fund–

.

I  Class

2.08‌

0.80‌

S&P

Target

Date

2060

Index

2.55‌

0.79‌

Lipper

Mixed-Asset

Target

2060

Funds

Average

1.71‌

-0.03‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Blend

Funds

12

RETIREMENT

BLEND

2065

FUND

Total

Return

Periods

Ended

5/31/23

6

Months

12

Months

Retirement

Blend

2065

Fund

–

.

1.99‌%

0.49‌%

Retirement

Blend

2065

Fund–

.

I  Class

2.09‌

0.70‌

S&P

Target

Date

2065+

Index

2.47‌

0.75‌

Lipper

Mixed-Asset

Target

2060+

Funds

Average

1.79‌

0.05‌

For

definitions

of

the

benchmarks,

please

see

the

Benchmark

Information

section.

T.

ROWE

PRICE

Retirement

Blend

Funds

13

IMPORTANT  INFORMATION

The principal

value

of

the

Retirement

Blend

Funds

is

not

guaranteed

at

any

time,

including

at

or

after

the

target

date,

which

is

the

approximate

year

an

investor

plans

to

retire

(assumed

to

be

age

65)

and

likely

stop

making

new

investments

in

the

fund.

If

an

investor

plans

to

retire

significantly

earlier

or

later

than

age

65,

the

funds

may

not

be

an

appropriate

investment

even

if

the

investor

is

retiring

on

or

near

the

target

date.

The

funds’

allocations

among

a

broad

range

of

underlying

T.

Rowe

Price

stock

and

bond

funds

will change

over

time.

The

funds emphasize

potential

capital

appreciation

during

the

early

phases

of

retirement

asset

accumulation,

balance

the

need

for

appreciation

with

the

need

for

income

as

retirement

approaches,

and

focus

on

supporting

an

income

stream

over

a

long-term

postretirement

withdrawal

horizon.

The

funds

are

not

designed

for

a

lump-sum

redemption

at

the

target

date

and

do

not

guarantee

a

particular

level

of

income.

The

funds

maintain

a

substantial

allocation

to

equities

both

prior

to

and

after

the

target

date,

which

can

result

in

greater

volatility

over

shorter

time

horizons.

The

views

expressed

reflect

the

opinions

of

T.

Rowe

Price

as

of

the

date

of

this

report

and

are

subject

to

change

based

on

changes

in

market,

economic,

or

other

conditions.

These

views

are

not

intended

to

be

a

forecast

of

future

events

and

are

no

guarantee

of

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

14

RISKS

OF

INVESTING

The

Retirement

Blend

Funds’

investment

in

many

underlying

funds

means

that

they

will

be

exposed

to

the

risks

of

different

areas

of

the

market.

As

with

all

stock

and

bond

mutual

funds,

each

fund’s

share

price

can

fall

because

of

weakness

in

the

stock

or

bond

markets,

a

particular

industry,

or

specific

holdings.

Stock

markets

can

decline

for

many

reasons,

including

adverse

political

or

economic

developments,

changes

in

investor

psychology,

or

heavy

institutional

selling.

The

prospects

for

an

industry

or

company

may

deteriorate

because

of

a

variety

of

factors,

including

disappointing

earnings

or

changes

in

the

competitive

environment.

In

addition,

the

investment

manager’s

assessment

of

companies

held

in

a

fund

may

prove

incorrect,

resulting

in

losses

or

poor

performance

even

in

rising

markets.

Investors

should

note

that

the

higher

a

fund’s

allocation

to

stocks,

the

greater

the

risk.

Bonds

are

subject

to

interest

rate

risk,

the

decline

in

bond

prices

that

usually

accompanies

a

rise

in

interest

rates,

and

credit

risk,

the

chance

that

any

fund

holding

could

have

its

credit

rating

downgraded

or

that

a

bond

issuer

will

default

(fail

to

make

timely

payments

of

interest

or

principal),

potentially

reducing

the

fund’s

income

level

and

share

price.

High

yield

corporate

bonds

could

have

greater

price

declines

than

funds

that

invest

primarily

in

high-

quality

bonds.

Companies

issuing

high

yield

bonds

are

not

as

strong

financially

as

those

with

higher

credit

ratings,

so

the

bonds

are

usually

considered

speculative

investments.

Funds

that

invest

overseas

may

carry

more

risk

than

funds

that

invest

strictly

in

U.S.

assets.

Risks

can

result

from

varying

stages

of

economic

and

political

development;

differing

regulatory

environments,

trading

days,

and

accounting

standards;

and

higher

transaction

costs

of

non-U.S.

markets.

Non-

U.S.

investments

are

also

subject

to

currency

risk,

or

a

decline

in

the

value

of

a

foreign

currency

versus

the

U.S.

dollar,

which

reduces

the

dollar

value

of

securities

denominated

in

that

currency.

For

a

thorough

discussion

of

risks,

please

see

the

prospectus.

BENCHMARK

INFORMATION

S&P

Target

Date

Indexes:

A

series

of

unmanaged

indexes

composed

of

different

allocations

to

stocks,

bonds,

and

short-term

investments

that

reflect

reductions

in

potential

risk

over

time.

Lipper

Averages:

The

averages

of

available

mutual

fund

performance

returns

for

specified

time

periods

in

categories

defined

by

Lipper

Inc.

T.

ROWE

PRICE

Retirement

Blend

Funds

15

Note:

Portions

of

the

mutual

fund

information

contained

in

this

report

was

supplied

by

Lipper,

a

Refinitiv

Company,

subject

to

the

following:

Copyright

2023

©

Refinitiv.

All

rights

reserved.

Any

copying,

republication

or

redistribution

of

Lipper

content

is

expressly

prohibited

without

the

prior

written

consent

of

Lipper.

Lipper

shall

not

be

liable

for

any

errors

or

delays

in

the

content,

or

for

any

actions

taken

in

reliance

thereon.

Note:

The

S&P

Target

Date

Indexes

are

products

of

S&P

Dow

Jones

Indices

LLC,

a

division

of

S&P

Global,

or

its

affiliates

(“SPDJI”)

and

has

been

licensed

for

use

by

T.

Rowe

Price.

Standard

&  Poor’s

®

and

S&P

®

 are

registered

trademarks of

Standard

&

Poor’s

Financial

Services

LLC,

a

division

of

S&P

Global (“S&P”);

Dow

Jones

®

is

a

registered

trademark

of

Dow

Jones

Trademark

Holdings

LLC

(“Dow

Jones”);

T.

Rowe

Price

is

not

sponsored,

endorsed,

sold

or

promoted

by

SPDJI,

Dow

Jones,

S&P,

or

their

respective

affiliates,

and

none

of

such

parties

make

any

representation

regarding

the

advisability

of

investing

in

such

product(s)

nor

do

they

have

any

liability

for

any

errors,

omissions,

or

interruptions

of

the

S&P

Target

Date

Indexes.

BENCHMARK

INFORMATION

(continued)

T.

ROWE

PRICE

Retirement

Blend

Funds

16

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2005

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

13.66‌%

14.48‌%

Equity

Index

500

4.55‌

4.04‌

Growth

Stock

4.55‌

3.87‌

Value

U.S.

Mid-Cap

Stocks

0.71‌ 

0.84‌ 

Mid-Cap

Growth

1.42‌

1.55‌

Mid-Cap

Index

0.71‌

0.71‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

0.71‌ 

0.50‌ 

New

Horizons

1.42‌

1.50‌

Small-Cap

Index

0.71‌

0.67‌

Small-Cap

Value

International

Developed

6.22‌ 

6.18‌ 

International

Equity

Index

Market

Stocks

2.07‌

1.73‌

International

Stock

2.07‌

1.74‌

International

Value

Equity

International

Emerging

Market

Stocks

0.92‌ 

1.38‌ 

Emerging

Markets

Discovery

Stock

0.92‌

1.08‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.14‌ 

1.96‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

42.78‌ 

42.23‌ 

Core

Fixed

Income

4.01‌ 

3.93‌ 

Dynamic

Global

Bond

6.02‌

5.51‌

International

Bond

(USD

Hedged)

18.05‌

15.23‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

4.27‌ 

4.18‌ 

Emerging

Markets

Bond

1.28‌

1.70‌

Floating

Rate

2.99‌

3.68‌

High

Yield

17.10‌

16.60‌

U.S.

Limited

Duration

TIPS

Index

3.50‌

3.71‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

3.24‌ 

Cash

and

Collateral

Total

Bonds

57.22‌ 

57.78‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

17

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2010

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

14.79‌%

15.72‌%

Equity

Index

500

4.93‌

4.28‌

Growth

Stock

4.93‌

4.20‌

Value

U.S.

Mid-Cap

Stocks

0.77‌ 

0.89‌ 

Mid-Cap

Growth

1.54‌

1.64‌

Mid-Cap

Index

0.77‌

0.77‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

0.77‌ 

0.52‌ 

New

Horizons

1.54‌

1.61‌

Small-Cap

Index

0.77‌

0.74‌

Small-Cap

Value

International

Developed

6.74‌ 

6.76‌ 

International

Equity

Index

Market

Stocks

2.25‌

1.92‌

International

Stock

2.25‌

1.89‌

International

Value

Equity

International

Emerging

Market

Stocks

0.99‌ 

1.47‌ 

Emerging

Markets

Discovery

Stock

0.99‌

1.15‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.32‌ 

2.14‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

46.35‌ 

45.70‌ 

Core

Fixed

Income

3.86‌ 

3.76‌ 

Dynamic

Global

Bond

5.78‌

5.28‌

International

Bond

(USD

Hedged)

17.35‌

14.72‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

4.03‌ 

3.95‌ 

Emerging

Markets

Bond

1.21‌

1.61‌

Floating

Rate

2.82‌

3.48‌

High

Yield

15.10‌

14.68‌

U.S.

Limited

Duration

TIPS

Index

3.50‌

3.67‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

3.14‌ 

Cash

and

Collateral

Total

Bonds

53.65‌ 

54.29‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

18

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2015

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

15.75‌%

16.74‌%

Equity

Index

500

5.25‌

4.61‌

Growth

Stock

5.25‌

4.46‌

Value

U.S.

Mid-Cap

Stocks

0.82‌ 

0.97‌ 

Mid-Cap

Growth

1.64‌

1.77‌

Mid-Cap

Index

0.82‌

0.82‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

0.82‌ 

0.57‌ 

New

Horizons

1.64‌

1.74‌

Small-Cap

Index

0.82‌

0.78‌

Small-Cap

Value

International

Developed

7.17‌ 

7.15‌ 

International

Equity

Index

Market

Stocks

2.39‌

2.01‌

International

Stock

2.39‌

2.01‌

International

Value

Equity

International

Emerging

Market

Stocks

1.06‌ 

1.57‌ 

Emerging

Markets

Discovery

Stock

1.06‌

1.26‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.47‌ 

2.26‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

49.35‌ 

48.72‌ 

Core

Fixed

Income

3.76‌ 

3.68‌ 

Dynamic

Global

Bond

5.63‌

5.14‌

International

Bond

(USD

Hedged)

16.90‌

14.30‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

3.88‌ 

3.82‌ 

Emerging

Markets

Bond

1.17‌

1.55‌

Floating

Rate

2.72‌

3.37‌

High

Yield

13.10‌

12.71‌

U.S.

Limited

Duration

TIPS

Index

3.50‌

3.64‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

3.06‌ 

Cash

and

Collateral

Total

Bonds

50.66‌ 

51.27‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

19

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2020

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

16.85‌%

17.62‌%

Equity

Index

500

5.62‌

5.01‌

Growth

Stock

5.62‌

4.74‌

Value

U.S.

Mid-Cap

Stocks

0.88‌ 

1.04‌ 

Mid-Cap

Growth

1.76‌

1.92‌

Mid-Cap

Index

0.88‌

0.88‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

0.88‌ 

0.62‌ 

New

Horizons

1.76‌

1.87‌

Small-Cap

Index

0.88‌

0.82‌

Small-Cap

Value

International

Developed

7.67‌ 

7.74‌ 

International

Equity

Index

Market

Stocks

2.56‌

2.18‌

International

Stock

2.56‌

2.16‌

International

Value

Equity

International

Emerging

Market

Stocks

1.13‌ 

1.69‌ 

Emerging

Markets

Discovery

Stock

1.13‌

1.35‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.64‌ 

2.41‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

52.82‌ 

52.05‌ 

Core

Fixed

Income

3.61‌ 

3.49‌ 

Dynamic

Global

Bond

5.42‌

4.89‌

International

Bond

(USD

Hedged)

16.25‌

13.62‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

3.66‌ 

3.56‌ 

Emerging

Markets

Bond

1.10‌

1.45‌

Floating

Rate

2.57‌

3.18‌

High

Yield

11.10‌

10.67‌

U.S.

Limited

Duration

TIPS

Index

3.50‌

3.63‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

3.45‌ 

Cash

and

Collateral

Total

Bonds

47.21‌ 

47.94‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

20

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2025

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

18.99‌%

19.63‌%

Equity

Index

500

6.33‌

5.65‌

Growth

Stock

6.33‌

5.41‌

Value

U.S.

Mid-Cap

Stocks

0.99‌ 

1.19‌ 

Mid-Cap

Growth

1.98‌

2.18‌

Mid-Cap

Index

0.99‌

0.99‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

0.99‌ 

0.70‌ 

New

Horizons

1.98‌

2.12‌

Small-Cap

Index

0.99‌

0.92‌

Small-Cap

Value

International

Developed

8.65‌ 

8.68‌ 

International

Equity

Index

Market

Stocks

2.88‌

2.42‌

International

Stock

2.88‌

2.44‌

International

Value

Equity

International

Emerging

Market

Stocks

1.27‌ 

1.93‌ 

Emerging

Markets

Discovery

Stock

1.27‌

1.53‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

2.98‌ 

2.70‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

59.50‌ 

58.49‌ 

Core

Fixed

Income

3.28‌ 

3.14‌ 

Dynamic

Global

Bond

4.91‌

4.39‌

International

Bond

(USD

Hedged)

14.74‌

12.79‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

3.06‌ 

2.90‌ 

Emerging

Markets

Bond

0.92‌

1.24‌

Floating

Rate

2.15‌

2.64‌

High

Yield

7.75‌

7.51‌

U.S.

Limited

Duration

TIPS

Index

3.70‌

3.75‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

3.16‌ 

Cash

and

Collateral

Total

Bonds

40.51‌ 

41.52‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

21

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2030

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

22.47‌%

23.25‌%

Equity

Index

500

7.49‌

6.67‌

Growth

Stock

7.49‌

6.41‌

Value

U.S.

Mid-Cap

Stocks

1.17‌ 

1.43‌ 

Mid-Cap

Growth

2.34‌

2.58‌

Mid-Cap

Index

1.17‌

1.17‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.17‌ 

0.84‌ 

New

Horizons

2.34‌

2.53‌

Small-Cap

Index

1.17‌

1.07‌

Small-Cap

Value

International

Developed

10.23‌ 

10.24‌ 

International

Equity

Index

Market

Stocks

3.41‌

2.84‌

International

Stock

3.41‌

2.89‌

International

Value

Equity

International

Emerging

Market

Stocks

1.51‌ 

2.29‌ 

Emerging

Markets

Discovery

Stock

1.51‌

1.83‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

3.52‌ 

3.19‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

70.40‌ 

69.23‌ 

Core

Fixed

Income

2.69‌ 

2.52‌ 

Dynamic

Global

Bond

4.03‌

3.51‌

International

Bond

(USD

Hedged)

12.08‌

10.06‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

2.09‌ 

1.94‌ 

Emerging

Markets

Bond

0.63‌

0.88‌

Floating

Rate

1.46‌

1.83‌

High

Yield

2.75‌

2.75‌

U.S.

Limited

Duration

TIPS

Index

3.87‌

3.82‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

3.48‌ 

Cash

and

Collateral

Total

Bonds

29.60‌ 

30.79‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

22

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2035

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

26.01‌%

27.27‌%

Equity

Index

500

8.67‌

7.79‌

Growth

Stock

8.67‌

7.38‌

Value

U.S.

Mid-Cap

Stocks

1.36‌ 

1.64‌ 

Mid-Cap

Growth

2.71‌

2.98‌

Mid-Cap

Index

1.36‌

1.34‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.36‌ 

0.97‌ 

New

Horizons

2.71‌

2.90‌

Small-Cap

Index

1.36‌

1.24‌

Small-Cap

Value

International

Developed

11.85‌ 

11.86‌ 

International

Equity

Index

Market

Stocks

3.95‌

3.30‌

International

Stock

3.95‌

3.36‌

International

Value

Equity

International

Emerging

Market

Stocks

1.74‌ 

2.64‌ 

Emerging

Markets

Discovery

Stock

1.74‌

2.11‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.08‌ 

3.70‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

81.52‌ 

80.48‌ 

Core

Fixed

Income

1.85‌ 

1.67‌ 

Dynamic

Global

Bond

2.78‌

2.34‌

International

Bond

(USD

Hedged)

8.33‌

6.48‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

1.15‌ 

1.03‌ 

Emerging

Markets

Bond

0.34‌

0.52‌

Floating

Rate

0.80‌

1.02‌

High

Yield

0.00‌

0.01‌

U.S.

Limited

Duration

TIPS

Index

3.26‌

3.17‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

3.28‌ 

Cash

and

Collateral

Total

Bonds

18.51‌ 

19.52‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

23

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2040

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

28.92‌%

30.49‌%

Equity

Index

500

9.64‌

8.61‌

Growth

Stock

9.64‌

8.12‌

Value

U.S.

Mid-Cap

Stocks

1.51‌ 

1.82‌ 

Mid-Cap

Growth

3.01‌

3.31‌

Mid-Cap

Index

1.51‌

1.49‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.51‌ 

1.07‌ 

New

Horizons

3.01‌

3.21‌

Small-Cap

Index

1.51‌

1.37‌

Small-Cap

Value

International

Developed

13.17‌ 

13.25‌ 

International

Equity

Index

Market

Stocks

4.39‌

3.73‌

International

Stock

4.39‌

3.74‌

International

Value

Equity

International

Emerging

Market

Stocks

1.94‌ 

2.93‌ 

Emerging

Markets

Discovery

Stock

1.94‌

2.34‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.53‌ 

4.10‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

90.62‌ 

89.58‌ 

Core

Fixed

Income

0.94‌ 

0.74‌ 

Dynamic

Global

Bond

1.41‌

1.07‌

International

Bond

(USD

Hedged)

4.23‌

2.86‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

0.41‌ 

0.29‌ 

Emerging

Markets

Bond

0.12‌

0.17‌

Floating

Rate

0.29‌

0.41‌

High

Yield

0.00‌

0.00‌

U.S.

Limited

Duration

TIPS

Index

2.01‌

1.77‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

3.12‌ 

Cash

and

Collateral

Total

Bonds

9.41‌ 

10.43‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

24

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2045

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

30.61‌%

32.40‌%

Equity

Index

500

10.20‌

9.13‌

Growth

Stock

10.20‌

8.62‌

Value

U.S.

Mid-Cap

Stocks

1.59‌ 

1.91‌ 

Mid-Cap

Growth

3.19‌

3.46‌

Mid-Cap

Index

1.59‌

1.56‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.59‌ 

1.12‌ 

New

Horizons

3.19‌

3.38‌

Small-Cap

Index

1.59‌

1.48‌

Small-Cap

Value

International

Developed

13.94‌ 

14.01‌ 

International

Equity

Index

Market

Stocks

4.65‌

3.87‌

International

Stock

4.65‌

3.96‌

International

Value

Equity

International

Emerging

Market

Stocks

2.05‌ 

3.06‌ 

Emerging

Markets

Discovery

Stock

2.05‌

2.46‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.80‌ 

4.32‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

95.89‌ 

94.74‌ 

Core

Fixed

Income

0.41‌ 

0.25‌ 

Dynamic

Global

Bond

0.62‌

0.34‌

International

Bond

(USD

Hedged)

1.85‌

1.08‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

U.S.

Limited

Duration

TIPS

Index

1.23‌

0.77‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

2.81‌ 

Cash

and

Collateral

Total

Bonds

4.11‌ 

5.25‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

25

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2050

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

31.12‌%

33.05‌%

Equity

Index

500

10.37‌

9.24‌

Growth

Stock

10.37‌

8.75‌

Value

U.S.

Mid-Cap

Stocks

1.62‌ 

1.94‌ 

Mid-Cap

Growth

3.24‌

3.54‌

Mid-Cap

Index

1.62‌

1.58‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.62‌ 

1.14‌ 

New

Horizons

3.24‌

3.45‌

Small-Cap

Index

1.62‌

1.49‌

Small-Cap

Value

International

Developed

14.17‌ 

14.21‌ 

International

Equity

Index

Market

Stocks

4.72‌

3.94‌

International

Stock

4.72‌

4.03‌

International

Value

Equity

International

Emerging

Market

Stocks

2.08‌ 

3.11‌ 

Emerging

Markets

Discovery

Stock

2.08‌

2.49‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.88‌ 

4.36‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

97.47‌ 

96.32‌ 

Core

Fixed

Income

0.25‌ 

0.11‌ 

Dynamic

Global

Bond

0.38‌

0.13‌

International

Bond

(USD

Hedged)

1.13‌

0.46‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

U.S.

Limited

Duration

TIPS

Index

0.75‌

0.30‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

2.68‌ 

Cash

and

Collateral

Total

Bonds

2.51‌ 

3.68‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

26

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2055

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

31.28‌%

33.22‌%

Equity

Index

500

10.43‌

9.26‌

Growth

Stock

10.43‌

8.80‌

Value

U.S.

Mid-Cap

Stocks

1.63‌ 

1.95‌ 

Mid-Cap

Growth

3.26‌

3.55‌

Mid-Cap

Index

1.63‌

1.59‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.63‌ 

1.14‌ 

New

Horizons

3.26‌

3.45‌

Small-Cap

Index

1.63‌

1.51‌

Small-Cap

Value

International

Developed

14.24‌ 

14.28‌ 

International

Equity

Index

Market

Stocks

4.75‌

3.97‌

International

Stock

4.75‌

4.05‌

International

Value

Equity

International

Emerging

Market

Stocks

2.10‌ 

3.13‌ 

Emerging

Markets

Discovery

Stock

2.10‌

2.49‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.90‌ 

4.41‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

98.02‌ 

96.80‌ 

Core

Fixed

Income

0.20‌ 

0.11‌ 

Dynamic

Global

Bond

0.30‌

0.15‌

International

Bond

(USD

Hedged)

0.90‌

0.45‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

U.S.

Limited

Duration

TIPS

Index

0.60‌

0.29‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

2.21‌ 

Cash

and

Collateral

Total

Bonds

2.00‌ 

3.21‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

27

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2060

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

31.28‌%

33.23‌%

Equity

Index

500

10.43‌

9.34‌

Growth

Stock

10.43‌

8.79‌

Value

U.S.

Mid-Cap

Stocks

1.63‌ 

1.96‌ 

Mid-Cap

Growth

3.26‌

3.55‌

Mid-Cap

Index

1.63‌

1.58‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.63‌ 

1.14‌ 

New

Horizons

3.26‌

3.46‌

Small-Cap

Index

1.63‌

1.48‌

Small-Cap

Value

International

Developed

14.24‌ 

14.23‌ 

International

Equity

Index

Market

Stocks

4.75‌

3.97‌

International

Stock

4.75‌

4.05‌

International

Value

Equity

International

Emerging

Market

Stocks

2.10‌ 

3.13‌ 

Emerging

Markets

Discovery

Stock

2.10‌

2.50‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.90‌ 

4.40‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

98.02‌ 

96.81‌ 

Core

Fixed

Income

0.20‌ 

0.11‌ 

Dynamic

Global

Bond

0.30‌

0.14‌

International

Bond

(USD

Hedged)

0.90‌

0.45‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

U.S.

Limited

Duration

TIPS

Index

0.60‌

0.29‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

2.19‌ 

Cash

and

Collateral

Total

Bonds

2.00‌ 

3.18‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

28

PORTFOLIO

HIGHLIGHTS

NEUTRAL

AND

ACTUAL

ALLOCATIONS

As

of

5/31/23

Retirement

Blend

2065

Fund

Sector(s)

Neutral

Allocation

Actual

Allocation

Position

U.S.

Large-Cap

Stocks

31.28‌%

33.16‌%

Equity

Index

500

10.43‌

9.29‌

Growth

Stock

10.43‌

8.77‌

Value

U.S.

Mid-Cap

Stocks

1.63‌ 

1.96‌ 

Mid-Cap

Growth

3.26‌

3.52‌

Mid-Cap

Index

1.63‌

1.59‌

Mid-Cap

Value

U.S.

Small-Cap

Stocks

1.63‌ 

1.14‌ 

New

Horizons

3.26‌

3.47‌

Small-Cap

Index

1.63‌

1.48‌

Small-Cap

Value

International

Developed

14.24‌ 

14.34‌ 

International

Equity

Index

Market

Stocks

4.75‌

3.99‌

International

Stock

4.75‌

4.05‌

International

Value

Equity

International

Emerging

Market

Stocks

2.10‌ 

3.13‌ 

Emerging

Markets

Discovery

Stock

2.10‌

2.50‌

Emerging

Markets

Stock

Inflation

Focused

Stocks

4.90‌ 

4.42‌ 

Real

Assets

U.S.

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

International

Stock

Index

Futures*

0.00‌ 

0.00‌ 

Stock

Index

Futures*

Total

Stocks

98.02‌ 

96.81‌ 

Core

Fixed

Income

0.20‌ 

0.11‌ 

Dynamic

Global

Bond

0.30‌

0.15‌

International

Bond

(USD

Hedged)

0.90‌

0.45‌

QM

U.S.

Bond

Index

Diversifying

Fixed

Income

0.00‌ 

0.00‌ 

Emerging

Markets

Bond

0.00‌

0.00‌

Floating

Rate

0.00‌

0.00‌

High

Yield

0.00‌

0.00‌

U.S.

Limited

Duration

TIPS

Index

0.60‌

0.29‌

U.S.

Treasury

Long-Term

Index

U.S.

Interest

Rate

Futures*

0.00‌ 

0.00‌ 

Interest

Rate

Futures*

Short-Term

Income

0.00‌ 

2.20‌ 

Cash

and

Collateral

Total

Bonds

2.00‌ 

3.20‌ 

Totals

under

the

neutral

and

actual

allocations

may

not

foot

due

to

rounding.

The

fund

is

invested

in

the

Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single-class

fund.

*Actual

allocation

percentage

for

Futures

is

based

on

notional

value.

T.

ROWE

PRICE

Retirement

Blend

Funds

29

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2005

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2005

Fund

–

.

-0.80‌%

-4.51‌%

Retirement

Blend

2005

Fund–

.

I  Class

-0.61‌

-4.40‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

30

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2010

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2010

Fund

–

.

-0.75‌%

-4.69‌%

Retirement

Blend

2010

Fund–

.

I  Class

-0.58‌

-4.49‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

31

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2015

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2015

Fund

–

.

-0.71‌%

-4.78‌%

Retirement

Blend

2015

Fund–

.

I  Class

-0.45‌

-4.54‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

32

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2020

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2020

Fund

–

.

-0.54‌%

-4.75‌%

Retirement

Blend

2020

Fund–

.

I  Class

-0.37‌

-4.68‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

33

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2025

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2025

Fund

–

.

-0.33‌%

-5.04‌%

Retirement

Blend

2025

Fund–

.

I  Class

-0.17‌

-4.97‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

34

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2030

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2030

Fund

–

.

-0.13‌%

-5.32‌%

Retirement

Blend

2030

Fund–

.

I  Class

0.04‌

-5.12‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

35

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2035

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2035

Fund

–

.

0.23‌%

-4.87‌%

Retirement

Blend

2035

Fund–

.

I  Class

0.31‌

-4.73‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

36

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2040

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2040

Fund

–

.

0.34‌%

-5.33‌%

Retirement

Blend

2040

Fund–

.

I  Class

0.45‌

-5.23‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

37

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2045

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2045

Fund

–

.

0.56‌%

-5.30‌%

Retirement

Blend

2045

Fund–

.

I  Class

0.68‌

-5.15‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

38

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2050

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2050

Fund

–

.

0.67‌%

-5.24‌%

Retirement

Blend

2050

Fund–

.

I  Class

0.79‌

-5.09‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

39

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2055

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2055

Fund

–

.

0.59‌%

-5.33‌%

Retirement

Blend

2055

Fund–

.

I  Class

0.70‌

-5.22‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

40

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2060

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2060

Fund

–

.

0.59‌%

-5.37‌%

Retirement

Blend

2060

Fund–

.

I  Class

0.80‌

-5.17‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

41

GROWTH

OF

$10,000 

This

chart

shows

the

value

of

a

hypothetical

$10,000

investment

in

the

fund

over

the

past

10

fiscal

year

periods

or

since

inception

(for funds

lacking

10-year

records).

The

result

is

compared

with

benchmarks,

which

include

a

broad-based

market

index

and

may

also

include

a

peer

group

average

or

index.

Market

indexes

do

not

include

expenses,

which

are

deducted

from

fund

returns

as

well

as

mutual fund

averages

and

indexes. 

RETIREMENT

BLEND

2065

FUND

Note:

Performance

for

the

I

Class shares

will

vary

due

to

their differing

fee

structure.

See

the

Average

Annual

Compound

Total

Return

table. 

AVERAGE

ANNUAL

COMPOUND

TOTAL

RETURN

Periods

Ended

5/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2065

Fund

–

.

0.49‌%

-5.34‌%

Retirement

Blend

2065

Fund–

.

I  Class

0.70‌

-5.16‌

This

table

shows

how

the

fund

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

Past

performance

cannot

guarantee

future

results.

T.

ROWE

PRICE

Retirement

Blend

Funds

42

EXPENSE

RATIO

Retirement

Blend

2005

Fund

0.34‌%

Retirement

Blend

2005

Fund–I

Class

0.19‌ 

Retirement

Blend

2010

Fund

0.34‌ 

Retirement

Blend

2010

Fund–I

Class

0.19‌ 

Retirement

Blend

2015

Fund

0.35‌ 

Retirement

Blend

2015

Fund–I

Class

0.20‌ 

Retirement

Blend

2020

Fund

0.37‌ 

Retirement

Blend

2020

Fund–I

Class

0.21‌ 

Retirement

Blend

2025

Fund

0.38‌ 

Retirement

Blend

2025

Fund–I

Class

0.22‌ 

Retirement

Blend

2030

Fund

0.40‌ 

Retirement

Blend

2030

Fund–I

Class

0.23‌ 

Retirement

Blend

2035

Fund

0.41‌ 

Retirement

Blend

2035

Fund–I

Class

0.24‌ 

Retirement

Blend

2040

Fund

0.41‌ 

Retirement

Blend

2040

Fund–I

Class

0.24‌ 

Retirement

Blend

2045

Fund

0.43‌ 

Retirement

Blend

2045

Fund–I

Class

0.25‌ 

Retirement

Blend

2050

Fund

0.43‌ 

Retirement

Blend

2050

Fund–I

Class

0.25‌ 

Retirement

Blend

2055

Fund

0.44‌ 

Retirement

Blend

2055

Fund–I

Class

0.26‌ 

Retirement

Blend

2060

Fund

0.44‌ 

Retirement

Blend

2060

Fund–I

Class

0.26‌ 

Retirement

Blend

2065

Fund

0.44‌ 

Retirement

Blend

2065

Fund–I

Class

0.26‌ 

The

expense

ratios

shown

are

as

of

the

funds’

most

recent

prospectus.

These

numbers

may

vary

from

the

expense

ratios

shown

elsewhere

in

this

report

because

they

are

based

on

a

different

time

period

and,

if

applicable,

include

acquired

fund

fees

and

expenses

but

do

not

include

fee

or

expense

waivers.

T.

ROWE

PRICE

Retirement

Blend

Funds

43

FUND

EXPENSE

EXAMPLE

As

a

mutual

fund

shareholder,

you

may

incur

two

types

of

costs:

(1)

transaction

costs,

such

as

redemption

fees

or

sales

loads,

and

(2)

ongoing

costs,

including

management

fees,

distribution

and

service

(12b-1)

fees,

and

other

fund

expenses.

The

following

example

is

intended

to

help

you

understand

your

ongoing

costs

(in

dollars)

of

investing

in

the

fund

and

to

compare

these

costs

with

the

ongoing

costs

of

investing

in

other

mutual

funds.

The

example

is

based

on

an

investment

of

$1,000

invested

at

the

beginning

of

the

most

recent

six-month

period

and

held

for

the

entire

period.

Please

note

that

the

fund

has

two

share

classes:

The

original

share

class

(Investor

Class)

charges

no

distribution

and

service

(12b-1)

fee,

and

I

Class

shares

are

available

to

institutionally

oriented

clients

and

impose

no

12b-1

or

administrative

fee

payment.

Each

share

class

is

presented

separately

in

the

table. 

Actual

Expenses

The

first

line

of

the

following

table

(Actual)

provides

information

about

actual

account

values

and

expenses

based

on

the

fund’s

actual

returns.

You

may

use

the

information

on

this

line,

together

with

your

account

balance,

to

estimate

the

expenses

that

you

paid

over

the

period.

Simply

divide

your

account

value

by

$1,000

(for

example,

an

$8,600

account

value

divided

by

$1,000

=

8.6),

then

multiply

the

result

by

the

number

on

the

first

line

under

the

heading

"Expenses

Paid

During

Period"

to

estimate

the

expenses

you

paid

on

your

account

during

this

period. 

Hypothetical

Example

for

Comparison

Purposes

The

information

on

the

second

line

of

the

table

(Hypothetical)

is

based

on

hypothetical

account

values

and

expenses

derived

from

the

fund’s

actual

expense

ratio

and

an

assumed

5%

per

year

rate

of

return

before

expenses

(not

the

fund’s

actual

return).

You

may

compare

the

ongoing

costs

of

investing

in

the

fund

with

other

funds

by

contrasting

this

5%

hypothetical

example

and

the

5%

hypothetical

examples

that

appear

in

the

shareholder

reports

of

the

other

funds.

The

hypothetical

account

values

and

expenses

may

not

be

used

to

estimate

the

actual

ending

account

balance

or

expenses

you

paid

for

the

period.

Note:

T.

Rowe

Price

charges

an

annual

account

service

fee

of

$20,

generally

for

accounts

with

less

than

$10,000.

The

fee

is

waived

for

any

investor

whose

T.

Rowe

Price

mutual

fund

accounts

total

$50,000

or

more;

accounts

electing

to

receive

electronic

delivery

of

account

statements,

transaction

confirmations,

prospectuses,

and

shareholder

reports;

or

accounts

of

an

investor

who

is

a

T.

Rowe

Price

Personal

Services

or

Enhanced

Personal

Services

client

(enrollment

in

these

programs

generally

requires

T.

Rowe

Price

assets

of

at

least

$250,000).

This

fee

is

not

included

in

the

accompanying

table.

If

you

are

subject

to

the

fee,

keep

it

in

mind

when

you

are

estimating

the

ongoing

expenses

of

investing

in

the

fund

and

when

comparing

the

expenses

of

this

fund

with

other

funds.

You

should

also

be

aware

that

the

expenses

shown

in

the

table

highlight

only

your

ongoing

costs

and

do

not

reflect

any

transaction

costs,

such

as

redemption

fees

or

sales

loads.

Therefore,

the

second

line

of

the

table

is

useful

in

comparing

ongoing

costs

only

and

will

not

help

you

determine

the

relative

total

costs

of

owning

different

funds.

To

the

extent

a

fund

charges

transaction

costs,

however,

the

total

cost

of

owning

that

fund

is

higher.

T.

ROWE

PRICE

Retirement

Blend

Funds

44

RETIREMENT

BLEND

2005

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,019.00

$1.71

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.24

  1.72

I

Class

Actual

  1,000.00

  1,018.60

  0.96

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.98

  0.96

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.34%,

and

the

3

I Class

was

0.19%.

RETIREMENT

BLEND

2010

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,017.20

$1.76

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.19

  1.77

I

Class

Actual

  1,000.00

  1,017.80

  0.96

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.98

  0.96

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.35%,

and

the

3

I Class

was

0.19%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

Funds

45

RETIREMENT

BLEND

2015

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,017.70

$1.76

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.19

  1.77

I

Class

Actual

  1,000.00

  1,019.20

  1.01

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.93

  1.01

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.35%,

and

the

3

I Class

was

0.20%.

RETIREMENT

BLEND

2020

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,018.30

$1.86

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.09

  1.87

I

Class

Actual

  1,000.00

  1,018.90

  1.06

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.88

  1.06

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.37%,

and

the

3

I Class

was

0.21%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

Funds

46

RETIREMENT

BLEND

2025

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,018.30

$1.91

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.04

  1.92

I

Class

Actual

  1,000.00

  1,020.00

  1.11

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.83

  1.11

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.38%,

and

the

3

I Class

was

0.22%.

RETIREMENT

BLEND

2030

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,019.40

$2.01

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.94

  2.02

I

Class

Actual

  1,000.00

  1,019.90

  1.16

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.78

  1.16

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.40%,

and

the

3

I Class

was

0.23%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

Funds

47

RETIREMENT

BLEND

2035

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,019.30

$2.06

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.89

  2.07

I

Class

Actual

  1,000.00

  1,020.20

  1.21

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.73

  1.21

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.41%,

and

the

3

I Class

was

0.24%.

RETIREMENT

BLEND

2040

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,020.70

$2.07

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.89

  2.07

I

Class

Actual

  1,000.00

  1,020.70

  1.21

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.73

  1.21

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.41%,

and

the

3

I Class

was

0.24%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

Funds

48

RETIREMENT

BLEND

2045

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,020.60

$2.17

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.79

  2.17

I

Class

Actual

  1,000.00

  1,021.80

  1.26

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.68

  1.26

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.43%,

and

the

3

I Class

was

0.25%.

RETIREMENT

BLEND

2050

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,020.60

$2.17

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.79

  2.17

I

Class

Actual

  1,000.00

  1,020.60

  1.26

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.68

  1.26

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.43%,

and

the

3

I Class

was

0.25%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

Funds

49

RETIREMENT

BLEND

2055

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,021.00

$2.22

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.74

  2.22

I

Class

Actual

  1,000.00

  1,020.90

  1.31

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.64

  1.31

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.44%,

and

the

3

I Class

was

0.26%.

RETIREMENT

BLEND

2060

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,021.00

$2.22

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.74

  2.22

I

Class

Actual

  1,000.00

  1,020.80

  1.31

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.64

  1.31

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.44%,

and

the

3

I Class

was

0.26%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

Funds

50

RETIREMENT

BLEND

2065

FUND

Beginning

Account

Value

12/1/22

Ending

Account

Value

5/31/23

Expenses

Paid

During

Period*

12/1/22

to

5/31/23

Investor

Class

Actual

$1,000.00

$1,019.90

$2.22

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,022.74

  2.22

I

Class

Actual

  1,000.00

  1,020.90

  1.31

Hypothetical

(assumes

5%

return

before

expenses)

 1,000.00

  1,023.64

  1.31

*

Expenses

are

equal

to

the

fund’s

annualized

expense

ratio

for

the

6-month

period,

multiplied

by

the

average

account

value

over

the

period,

multiplied

by

the

number

of

days

in

the

most

recent

fiscal

half

year

(182),

and

divided

by

the

days

in

the

year

(365)

to

reflect

the

half-year

period.

The

annualized

expense

ratio

of

the

1

Investor

Class

was

0.44%,

and

the

3

I Class

was

0.26%.

FUND

EXPENSE

EXAMPLE

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

Funds

51

QUARTER-END

RETURNS

Periods

Ended

3/31/23

1

Year

Since

Inception

7/26/21

Retirement

Blend

2005

Fund

–

.

-5.06‌%

-4.75‌%

Retirement

Blend

2005

Fund–

.

I  Class

-4.99‌ 

-4.69‌ 

Retirement

Blend

2010

Fund

–

.

-5.23‌ 

-4.95‌ 

Retirement

Blend

2010

Fund–

.

I  Class

-5.06‌ 

-4.79‌ 

Retirement

Blend

2015

Fund

–

.

-5.50‌ 

-5.11‌ 

Retirement

Blend

2015

Fund–

.

I  Class

-5.35‌ 

-4.85‌ 

Retirement

Blend

2020

Fund

–

.

-5.65‌ 

-5.08‌ 

Retirement

Blend

2020

Fund–

.

I  Class

-5.49‌ 

-5.00‌ 

Retirement

Blend

2025

Fund

–

.

-5.99‌ 

-5.40‌ 

Retirement

Blend

2025

Fund–

.

I  Class

-5.95‌ 

-5.38‌ 

Retirement

Blend

2030

Fund

–

.

-6.63‌ 

-5.77‌ 

Retirement

Blend

2030

Fund–

.

I  Class

-6.36‌ 

-5.55‌ 

Retirement

Blend

2035

Fund

–

.

-6.83‌ 

-5.28‌ 

Retirement

Blend

2035

Fund–

.

I  Class

-6.64‌ 

-5.12‌ 

Retirement

Blend

2040

Fund

–

.

-7.04‌ 

-5.84‌ 

Retirement

Blend

2040

Fund–

.

I  Class

-6.93‌ 

-5.73‌ 

Retirement

Blend

2045

Fund

–

.

-7.05‌ 

-5.81‌ 

Retirement

Blend

2045

Fund–

.

I  Class

-7.04‌ 

-5.71‌ 

Retirement

Blend

2050

Fund

–

.

-7.15‌ 

-5.81‌ 

Retirement

Blend

2050

Fund–

.

I  Class

-6.92‌ 

-5.58‌ 

Retirement

Blend

2055

Fund

–

.

-7.11‌ 

-5.85‌ 

Retirement

Blend

2055

Fund–

.

I  Class

-7.01‌ 

-5.73‌ 

Retirement

Blend

2060

Fund

–

.

-7.13‌ 

-5.88‌ 

Retirement

Blend

2060

Fund–

.

I  Class

-6.83‌ 

-5.67‌ 

Retirement

Blend

2065

Fund

–

.

-7.11‌ 

-5.85‌ 

Retirement

Blend

2065

Fund–

.

I  Class

-7.02‌ 

-5.72‌ 

Current

performance

may

be

higher

or

lower

than

the

quoted

past

performance,

which

cannot

guarantee

future

results.

Share

price,

principal

value,

and

return

will

vary,

and

you

may

have

a

gain

or

loss

when

you

sell

your

shares.

For

the

most

recent

month-end

performance,

please

contact

a

T.

Rowe

Price

representative

at

1-800-225-5132

or,

for

I

Class

shares,

1-800-638-8790.

T.

ROWE

PRICE

Retirement

Blend

Funds

52

This

table

provides

returns

through

the

most

recent

calendar

quarter-end

rather

than

through

the

end

of

the

fund’s

fiscal

period.

It

shows

how

each

class

would

have

performed

each

year

if

its

actual

(or

cumulative)

returns

for

the

periods

shown

had

been

earned

at

a

constant

rate.

Average

annual

total

return

figures

include

changes

in

principal

value,

reinvested

dividends,

and

capital

gain

distributions.

Returns

do

not

reflect

taxes

that

the

shareholder

may

pay

on

fund

distributions

or

the

redemption

of

fund

shares.

When

assessing

performance,

investors

should

consider

both

short-

and

long-term

returns.

QUARTER-END

RETURNS

(continued)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

1-800-225-5132

to

request

a

prospectus

or

summary

prospectus;

each

includes

investment

objectives,

risks,

fees,

expenses,

and

other

information

that

you

should

read

and

consider

carefully

before

investing.

202307-2916677

C18-050

7/23

May

31,

2023

Annual

Report

|

Financial

Statements

For

more

insights

from

T.

Rowe

Price

investment

professionals,

go

to

troweprice.com

.

T.

ROWE

PRICE

TRBQX

Retirement

Blend

2045

Fund

–

.

TBLKX

Retirement

Blend

2045

Fund–

.

I Class

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

Financial

Highlights

55

For

a

share

outstanding

throughout

each

period

Investor

Class

(1)

.

.

Year

Ended

5/31/23

7/26/21

(1)

Through

5/31/22

NET

ASSET

VALUE

Beginning

of

period

$

8.80‌

$

10.00‌

Investment

activities

Net

investment

income

(2)(3)

0.13‌

0.01‌

Net

realized

and

unrealized

gain/loss

(0.09‌)

(4)

(0.99‌)

Total

from

investment

activities

0.04‌

(0.98‌)

Distributions

Net

investment

income

(0.12‌)

(0.11‌)

Net

realized

gain

(0.02‌)

(0.11‌)

Total

distributions

(0.14‌)

(0.22‌)

NET

ASSET

VALUE

End

of

period

$

8.70‌

$

8.80‌

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

Financial

Highlights

56

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Investor

Class

(1)

.

.

Year

Ended

5/31/23

7/26/21

(1)

Through

5/31/22

Ratios/Supplemental

Data

Total

return

(3)(5)(6)

0.56‌%

(10.06‌)%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

payments

by

Price

Associates

(6)

0.43‌%

0.43‌%

(7)

Net

expenses

after

payments

by

Price

Associates

(6)

0.43‌%

0.43‌%

(7)

Net

investment

income

(6)

1.51‌%

0.08‌%

(7)

Portfolio

turnover

rate

(6)

27.0‌%

32.6‌%

Net

assets,

end

of

period

(in

thousands)

$33,228

$24,150

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

5

for

details

of

expense-related

arrangements

with

Price

Associates.

(4)

The

amount

presented

is

inconsistent

with

the

fund's

aggregate

gains

and

losses

because

of

the

timing

of

sales

and

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

The

fund's

total

return

may

be

higher

or

lower

than

the

investment

results

of

the

individual

underlying

Price

Funds.

(6)

Reflects

the

activity

of

the

fund,

and

does

not

include

the

activity

of

the

underlying

Price

Funds.

However,

investment

performance

of

the

fund

is

directly

related

to

the

investment

performance

of

the

underlying

Price

Funds

in

which

it

invests.

(7)

Annualized

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

Financial

Highlights

57

For

a

share

outstanding

throughout

each

period

I

Class

(1)

.

.

Year

Ended

5/31/23

7/26/21

(1)

Through

5/31/22

NET

ASSET

VALUE

Beginning

of

period

$

8.81‌

$

10.00‌

Investment

activities

Net

investment

income

(2)(3)

0.12‌

0.02‌

Net

realized

and

unrealized

gain/loss

(0.07‌)

(4)

(0.99‌)

Total

from

investment

activities

0.05‌

(0.97‌)

Distributions

Net

investment

income

(0.14‌)

(0.11‌)

Net

realized

gain

(0.02‌)

(0.11‌)

Total

distributions

(0.16‌)

(0.22‌)

NET

ASSET

VALUE

End

of

period

$

8.70‌

$

8.81‌

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

Financial

Highlights

58

For

a

share

outstanding

throughout

each

period

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

I

Class

(1)

.

.

Year

Ended

5/31/23

7/26/21

(1)

Through

5/31/22

Ratios/Supplemental

Data

Total

return

(3)(5)(6)

0.68‌%

(9.91‌)%

Ratios

to

average

net

assets:

(3)

Gross

expenses

before

payments

by

Price

Associates

(6)

0.25‌%

0.25‌%

(7)

Net

expenses

after

payments

by

Price

Associates

(6)

0.25‌%

0.25‌%

(7)

Net

investment

income

(6)

1.36‌%

0.32‌%

(7)

Portfolio

turnover

rate

(6)

27.0‌%

32.6‌%

Net

assets,

end

of

period

(in

thousands)

$40,785

$9,099

0‌%

0‌%

(1)

Inception

date

(2)

Per

share

amounts

calculated

using

average

shares

outstanding

method.

(3)

See

Note

5

for

details

of

expense-related

arrangements

with

Price

Associates.

(4)

The

amount

presented

is

inconsistent

with

the

fund's

aggregate

gains

and

losses

because

of

the

timing

of

sales

and

redemptions

of

fund

shares

in

relation

to

fluctuating

market

values

for

the

investment

portfolio.

(5)

Total

return

reflects

the

rate

that

an

investor

would

have

earned

on

an

investment

in

the

fund

during

each

period,

assuming

reinvestment

of

all

distributions,

and

payment

of

no

redemption

or

account

fees,

if

applicable.

Total

return

is

not

annualized

for

periods

less

than

one

year.

The

fund's

total

return

may

be

higher

or

lower

than

the

investment

results

of

the

individual

underlying

Price

Funds.

(6)

Reflects

the

activity

of

the

fund,

and

does

not

include

the

activity

of

the

underlying

Price

Funds.

However,

investment

performance

of

the

fund

is

directly

related

to

the

investment

performance

of

the

underlying

Price

Funds

in

which

it

invests.

(7)

Annualized

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

May

31,

2023

59

Portfolio

of

Investments

(1)

(1)

$

Value

5/31/22

$

Purchase

Cost

$

Sales

Cost

Shares

$

Value

5/31/23

(Cost

and

value

in

$000s)

BOND

MUTUAL

FUNDS

2.4%

T.

Rowe

Price

Funds:

QM

U.S.

Bond

Index

Fund 

340

587

122

82,618‌

799‌

U.S.

Treasury

Long-Term

Index

Fund 

189

488

96

70,217‌

572‌

International

Bond

Fund

(USD

Hedged) 

109

189

40

30,833‌

250‌

Dynamic

Global

Bond

Fund 

86

150

32

22,857‌

187‌

U.S.

Limited

Duration

TIPS

Index

Fund 

360

16

373

364‌

4‌

Total

Bond

Mutual

Funds

(Cost

$1,904)

1,812‌

EQUITY

MUTUAL

FUNDS

94.8%

T.

Rowe

Price

Funds:

Equity

Index

500

Fund 

9,978

16,371

3,741

217,679‌

23,986‌

International

Equity

Index

Fund 

4,501

7,161

1,746

709,346‌

10,371‌

Growth

Stock

Fund  (2)

2,492

4,460

1,215

86,878‌

6,759‌

Value

Fund 

3,758

4,803

1,870

167,870‌

6,379‌

Real

Assets

Fund 

1,342

2,655

534

247,314‌

3,195‌

International

Value

Equity

Fund 

1,691

2,053

902

199,883‌

2,934‌

International

Stock

Fund 

1,307

1,934

488

162,015‌

2,868‌

Mid-Cap

Index

Fund 

1,131

1,826

470

174,410‌

2,564‌

Small-Cap

Index

Fund 

1,149

1,837

438

199,463‌

2,499‌

Emerging

Markets

Discovery

Stock

Fund 

1,071

1,600

371

182,529‌

2,267‌

Emerging

Markets

Stock

Fund 

842

1,348

324

52,994‌

1,818‌

Mid-Cap

Growth

Fund 

609

994

234

15,013‌

1,413‌

Mid-Cap

Value

Fund 

631

887

267

40,624‌

1,157‌

Small-Cap

Value

Fund 

607

818

236

23,762‌

1,098‌

New

Horizons

Fund  (2)

346

587

165

16,420‌

831‌

Total

Equity

Mutual

Funds

(Cost

$70,367)

70,139‌

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

60

$

Value

5/31/22

$

Purchase

Cost

$

Sales

Cost

Shares

$

Value

5/31/23

(Cost

and

value

in

$000s)

SHORT-TERM

INVESTMENTS

2.8%

Money

Market

Funds

2.8%

T.

Rowe

Price

U.S.

Treasury

Money

Fund,

5.10%  (3)

686

2,216

811

2,091,085‌

2,091‌

Total

Short-Term

Investments

(Cost

$2,091)

2,091‌

Total

Investments

in

Securities

100.0%

of

Net

Assets

(Cost

$74,362)

$

74,042‌

(1)

Each

underlying

Price

Fund

is

an

affiliated

company;

the

fund

is

invested

in

the Z

Class

of

each

underlying

Price

Fund,

except

for

the

Transition

Fund,

if

held,

which

is

a

single

class

fund.

Additional

information

about

each underlying

Price

Fund

is

available

by

calling

1-877-495-1138

and

at  www.troweprice.com.

(2)

Non-income

producing

(3)

Seven-day

yield

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

61

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

AFFILIATED

COMPANIES

($000s)

The

fund

may

invest

in

certain

securities

that

are

considered

affiliated

companies.

As

defined

by

the

1940

Act,

an

affiliated

company

is

one

in

which

the

fund

owns

5%

or

more

of

the

outstanding

voting

securities,

or

a

company

that

is

under

common

ownership

or

control.

The

following

securities

were

considered

affiliated

companies

for

all

or

some

portion

of

the

year

ended

May

31,

2023.

Net

realized

gain

(loss),

investment

income,

and

change

in

net

unrealized

gain/loss

reflect

all

activity

for

the

period

then

ended.

Affiliate

Net

Realized

Gain

(Loss)

Change

in

Net

Unrealized

Gain/Loss

Investment

Income

T.

Rowe

Price

Funds:

Dynamic

Global

Bond

Fund 

$

9‌

$

(17‌)

$

5‌

Emerging

Markets

Discovery

Stock

Fund 

(60‌)

(33‌)

45‌

Emerging

Markets

Stock

Fund 

(62‌)

(48‌)

21‌

Equity

Index

500

Fund 

(641‌)

1,378‌

215‌

Growth

Stock

Fund 

(295‌)

1,022‌

—‌

International

Bond

Fund

(USD

Hedged) 

4‌

(8‌)

4‌

International

Equity

Index

Fund 

(277‌)

455‌

161‌

International

Stock

Fund 

(65‌)

115‌

24‌

International

Value

Equity

Fund 

(106‌)

92‌

64‌

Mid-Cap

Growth

Fund 

(26‌)

44‌

2‌

Mid-Cap

Index

Fund 

(103‌)

77‌

16‌

Mid-Cap

Value

Fund 

45‌

(94‌)

11‌

New

Horizons

Fund 

(32‌)

63‌

—‌

QM

U.S.

Bond

Index

Fund 

(16‌)

(6‌)

16‌

Real

Assets

Fund 

(64‌)

(268‌)

50‌

Small-Cap

Index

Fund 

(80‌)

(49‌)

20‌

Small-Cap

Value

Fund 

(12‌)

(91‌)

8‌

U.S.

Limited

Duration

TIPS

Index

Fund 

(4‌)

1‌

—‌

U.S.

Treasury

Long-Term

Index

Fund 

(23‌)

(9‌)

10‌

Value

Fund 

27‌

(312‌)

73‌

U.S.

Treasury

Money

Fund,

5.10%

—‌

—‌

50‌

Totals

$

(1,781‌)#

$

2,312‌

$

795‌+

#

Capital

gain

distributions

from

underlying

Price

funds

represented

$563

of

the

net

realized

gain

(loss).

+

Investment

income

comprised

$795

of

income

distributions

from

underlying

Price

Funds.

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

May

31,

2023

Statement

of

Assets

and

Liabilities

62

($000s,

except

shares

and

per

share

amounts)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Assets

Investments

in

securities,

at

value

(cost

$74,362)

$

74,042‌

Receivable

for

shares

sold

44‌

Receivable

for

investment

securities

sold

15‌

Total

assets

74,101‌

Liabilities

Payable

for

investment

securities

purchased

46‌

Investment

management

and

administrative

fees

payable

33‌

Payable

for

shares

redeemed

9‌

Total

liabilities

88‌

NET

ASSETS

$

74,013‌

Net

Assets

Consist

of:

Total

distributable

earnings

(loss)

$

(2,422‌)

Paid-in

capital

applicable

to

8,506,969

shares

of

$0.0001

par

value

capital

stock

outstanding;

30,000,000,000

shares

of

the

Corporation

authorized

76,435‌

NET

ASSETS

$

74,013‌

NET

ASSET

VALUE

PER

SHARE

Investor

Class

(Net

assets:

$33,228;

Shares

outstanding:

3,818,016)

$

8.70‌

I

Class

(Net

assets:

$40,785;

Shares

outstanding:

4,688,953)

$

8.70‌

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

Statement

of

Operations

63

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

5/31/23

Investment

Income

(Loss)

Income

distributions

from

underlying

Price

Funds

$

795‌

Investment

management

and

administrative

expense

158‌

Net

investment

income

637‌

Realized

and

Unrealized

Gain

/

Loss

–

Net

realized

gain

(loss)

Sales

of

underlying

Price

Funds

(2,344‌)

Capital

gain

distributions

from

underlying

Price

Funds

563‌

Net

realized

loss

(1,781‌)

Change

in

net

unrealized

gain

/

loss

on

underlying

Price

Funds

2,312‌

Net

realized

and

unrealized

gain

/

loss

531‌

INCREASE

IN

NET

ASSETS

FROM

OPERATIONS

$

1,168‌

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

Statement

of

Changes

in

Net

Assets

64

($000s)

Year

Ended

5/31/23

7/26/21

Through

5/31/22

Increase

(Decrease)

in

Net

Assets

Operations

Net

investment

income

$

637‌

$

14‌

Net

realized

loss

(1,781‌)

(254‌)

Change

in

net

unrealized

gain

/

loss

2,312‌

(2,632‌)

Increase

(decrease)

in

net

assets

from

operations

1,168‌

(2,872‌)

Distributions

to

shareholders

Net

earnings

Investor

Class

(432‌)

(28‌)

I

Class

(252‌)

(6‌)

Decrease

in

net

assets

from

distributions

(684‌)

(34‌)

Capital

share

transactions

*

Shares

sold

Investor

Class

14,119‌

29,197‌

I

Class

41,544‌

11,047‌

Distributions

reinvested

Investor

Class

432‌

20‌

I

Class

252‌

3‌

Shares

redeemed

Investor

Class

(5,380‌)

(2,748‌)

I

Class

(10,687‌)

(1,364‌)

Increase

in

net

assets

from

capital

share

transactions

40,280‌

36,155‌

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

Statement

of

Changes

in

Net

Assets

65

($000s)

The

accompanying

notes

are

an

integral

part

of

these

financial

statements.

Year

Ended

5/31/23

7/26/21

Through

5/31/22

Net

Assets

Increase

during

period

40,764‌

33,249‌

Beginning

of

period

33,249‌

–‌

End

of

period

$

74,013‌

$

33,249‌

*Share

information

(000s)

Shares

sold

Investor

Class

1,659‌

3,035‌

I

Class

4,915‌

1,178‌

Distributions

reinvested

Investor

Class

53‌

2‌

I

Class

31‌

–‌

Shares

redeemed

Investor

Class

(639‌)

(292‌)

I

Class

(1,290‌)

(145‌)

Increase

in

shares

outstanding

4,729‌

3,778‌

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

NOTES

TO

FINANCIAL

STATEMENTS

66

T.

Rowe

Price

Retirement

Funds,

Inc.

(the

corporation)

is

registered

under

the

Investment

Company

Act

of

1940

(the

1940

Act).

T.

Rowe

Price

Retirement

Blend

2045

Fund

(the

fund)

is

a

diversified,

open-end

management

investment

company

and

is

one

of

the

portfolios

established

by

the

corporation.

The

fund

incepted

on

July

26,

2021.

The

fund

invests

in

a

portfolio

of

other

T.

Rowe

Price

stock

and

bond

funds

(underlying

Price

Funds)

that

represent

various

asset

classes

and

sectors.

The

fund’s

allocation

among

underlying

Price

Funds

will

change,

and

its

asset

mix

will

become

more

conservative

over

time.

The

fund

seeks

the

highest

total

return

over

time

consistent

with

an

emphasis

on

both

capital

growth

and

income.  

The

fund

has

two classes

of

shares: the

Retirement

Blend

2045

Fund

(Investor

Class),

and

the

Retirement

Blend

2045

Fund–I

Class

(I

Class).

I

Class

shares

require

a

$500,000

initial

investment

minimum,

although

the

minimum

generally

is

waived

or

reduced

for

financial

intermediaries,

eligible

retirement

plans,

and

certain

other

accounts. Prior

to

November

15,

2021,

the

initial

investment

was

$1

million

and

was

generally

waived

for

financial

intermediaries,

eligible

retirement

plans,

and

other

certain

accounts.

As

a

result

of

the

reduction

in

the

I

Class

minimum,

certain

assets

transferred

from

the

Investor

Class

to

the

I

Class.

This

transfer

of

shares

from

Investor

Class

to

I

Class

is

reflected

in

the

Statement

of

Changes

in

Net

Assets

within

the

Capital

shares

transactions

as

Shares

redeemed

and

Shares

sold,

respectively.

Each

class

has

exclusive

voting

rights

on

matters

related

solely

to

that

class;

separate

voting

rights

on

matters

that

relate

to

both

classes;

and,

in

all

other

respects,

the

same

rights

and

obligations

as

the

other

class.

NOTE

1

-

SIGNIFICANT

ACCOUNTING

POLICIES 

Basis

of

Preparation

 The fund

is

an

investment

company

and

follows

accounting

and

reporting

guidance

in

the

Financial

Accounting

Standards

Board

Accounting

Standards

Codification

Topic

946

(ASC

946).

The

accompanying

financial

statements

were

prepared

in

accordance

with

accounting

principles

generally

accepted

in

the

United

States

of

America

(GAAP),

including,

but

not

limited

to,

ASC

946.

GAAP

requires

the

use

of

estimates

made

by

management.

Management

believes

that

estimates

and

valuations

of

the

underlying

Price

Funds

are

appropriate;

however,

actual

results

may

differ

from

those

estimates,

and

the

valuations

reflected

in

the

accompanying

financial

statements

may

differ

from

the

value

ultimately

realized

upon

sale

of

the

underlying

Price

Funds. 

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

67

Investment

Transactions,

Investment

Income,

and

Distributions

 Investment

transactions are

accounted

for

on

the

trade

date

basis.

Income

and

expenses

are

recorded

on

the

accrual

basis.

Realized

gains

and

losses are

reported

on

the

identified

cost

basis.

Income

tax-related

interest

and

penalties,

if

incurred,

are

recorded

as

income

tax

expense.

Dividends

received

from

underlying

Price

Fund

investments

are

reflected

as

dividend

income;

capital

gain

distributions

are

reflected

as

realized

gain/loss.

Income

and

capital

gain

distributions

from

the

underlying

Price

Funds

are

recorded

on

the

ex-dividend

date.

Distributions

to

shareholders

are

recorded

on

the

ex-dividend

date.

Income

distributions,

if

any,

are

declared

and

paid

by

each

class

annually.

A

capital

gain

distribution,

if

any, may

also

be

declared

and

paid

by the

fund

annually.

Class

Accounting

 Investment

management

and

administrative

expenses

incurred

by

each

class

are

charged

directly

to

the

class

to

which

they

relate.

Expenses

common

to

all

classes,

investment

income,

and

realized

and

unrealized

gains

and

losses

are

allocated

to

the

classes

based

upon

the

relative

daily

net

assets

of

each

class.

Capital

Transactions

 Each

investor’s

interest

in

the

net

assets

of the

fund

is

represented

by

fund

shares. The

fund’s

net

asset

value

(NAV)

per

share

is

computed

at

the

close

of

the

New

York

Stock

Exchange

(NYSE),

normally

4

p.m.

ET,

each

day

the

NYSE

is

open

for

business.

However,

the

NAV

per

share

may

be

calculated

at

a

time

other

than

the

normal

close

of

the

NYSE

if

trading

on

the

NYSE

is

restricted,

if

the

NYSE

closes

earlier,

or

as

may

be

permitted

by

the

SEC.

Purchases

and

redemptions

of

fund

shares

are

transacted

at

the

next-computed

NAV

per

share,

after

receipt

of

the

transaction

order

by

T.

Rowe

Price

Associates,

Inc.,

or

its

agents.

Indemnification

 In

the

normal

course

of

business,

the fund

may

provide

indemnification

in

connection

with

its

officers

and

directors,

service

providers

and/or

private

company

investments. The

fund’s

maximum

exposure

under

these

arrangements

is

unknown;

however,

the

risk

of

material

loss

is

currently

considered

to

be

remote.

NOTE

2

-

VALUATION 

The fund’s

financial

instruments

are

valued

at

the

close

of

the

NYSE

and

are

reported

at

fair

value,

which

GAAP

defines

as

the

price

that

would

be

received

to

sell

an

asset

or

paid

to

transfer

a

liability

in

an

orderly

transaction

between

market

participants

at

the

measurement

date.

Investments

in

the

underlying

Price

Funds

are

valued

at

their

closing

NAV

per

share

on

the

day

of

valuation. Assets

and

liabilities

other

than

financial

instruments,

including

short-term

receivables

and

payables,

are

carried

at

cost,

or

estimated

realizable

value,

if

less,

which

approximates

fair

value. 

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

68

The fund’s

Board

of

Directors

(the

Board) has

designated

T.

Rowe

Price

Associates,

Inc.

as

the fund’s

valuation

designee

(Valuation

Designee).

Subject

to

oversight

by

the

Board,

the

Valuation

Designee

performs

the

following

functions

in

performing

fair

value

determinations:

assesses

and

manages

valuation

risks;

establishes

and

applies

fair

value

methodologies;

tests

methodologies;

and

evaluates

pricing

vendors

and

pricing

agents.

The

duties

and

responsibilities

of

the

Valuation

Designee

are

performed

by

its

Valuation

Committee.

The

Valuation Designee

provides

periodic

reporting

to

the

Board

on

valuation

matters.

Various

valuation

techniques

and

inputs

are

used

to

determine

the

fair

value

of

financial

instruments.

GAAP

establishes

the

following

fair

value

hierarchy

that

categorizes

the

inputs

used

to

measure

fair

value:

Level

1 – quoted

prices

(unadjusted)

in

active

markets

for

identical

financial

instruments

that

the

fund

can

access

at

the

reporting

date

Level

2 – inputs

other

than

Level

1

quoted

prices

that

are

observable,

either

directly

or

indirectly

(including,

but

not

limited

to,

quoted

prices

for

similar

financial

instruments

in

active

markets,

quoted

prices

for

identical

or

similar

financial

instruments

in

inactive

markets,

interest

rates

and

yield

curves,

implied

volatilities,

and

credit

spreads)

Level

3 – unobservable

inputs

(including

the

Valuation Designee’s

assumptions

in

determining

fair

value)

Observable

inputs

are

developed

using

market

data,

such

as

publicly

available

information

about

actual

events

or

transactions,

and

reflect

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

Unobservable

inputs

are

those

for

which

market

data

are

not

available

and

are

developed

using

the

best

information

available

about

the

assumptions

that

market

participants

would

use

to

price

the

financial

instrument.

GAAP

requires

valuation

techniques

to

maximize

the

use

of

relevant

observable

inputs

and

minimize

the

use

of

unobservable

inputs.

When

multiple

inputs

are

used

to

derive

fair

value,

the

financial

instrument

is

assigned

to

the

level

within

the

fair

value

hierarchy

based

on

the

lowest-level

input

that

is

significant

to

the

fair

value

of

the

financial

instrument.

Input

levels

are

not

necessarily

an

indication

of

the

risk

or

liquidity

associated

with

financial

instruments

at

that

level

but

rather

the

degree

of

judgment

used

in

determining

those

values.

On

May

31,

2023,

all

of

the

fund’s

financial

instruments

were

classified

as

Level

1,

based

on

the

inputs

used

to

determine

their

fair

values.

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

69

NOTE

3

-

INVESTMENTS

IN

UNDERLYING

PRICE

FUNDS

Purchases

and

sales

of

the

underlying

Price

Funds

during

the

year

ended

May

31,

2023,

aggregated

$52,980,000

and

$12,131,000,

respectively.  

NOTE

4

-

FEDERAL

INCOME

TAXES

Generally,

no

provision

for

federal

income

taxes

is

required

since

the

fund

intends

to

continue

to

qualify

as

a

regulated

investment

company

under

Subchapter

M

of

the

Internal

Revenue

Code

and

distribute

to

shareholders

all

of

its

taxable

income

and

gains.

Distributions

determined

in

accordance

with

federal

income

tax

regulations

may

differ

in

amount

or

character

from

net

investment

income

and

realized

gains

for

financial

reporting

purposes.

The fund

files

U.S.

federal,

state,

and

local

tax

returns

as

required. The

fund’s

tax

returns

are

subject

to

examination

by

the

relevant

tax

authorities

until

expiration

of

the

applicable

statute

of

limitations,

which

is

generally

three

years

after

the

filing

of

the

tax

return

but

which

can

be

extended

to

six

years

in

certain

circumstances.

Tax

returns

for

open

years

have

incorporated

no

uncertain

tax

positions

that

require

a

provision

for

income

taxes.

Capital

accounts

within

the

financial

reporting

records

are

adjusted

for

permanent

book/tax

differences

to

reflect

tax

character

but

are

not

adjusted

for

temporary

differences.

The

permanent

book/tax

adjustments,

if

any,

have

no

impact

on

results

of

operations

or

net

assets.

The

permanent

book/tax

adjustments

relate

primarily

to

the

character

of

distributions

from

the

underlying

Price

Funds

and

the

recharacterization

of

distributions.

The

tax

character

of

distributions

paid

for

the

periods

presented

was

as

follows:

($000s)

May

31,

2023

May

31,

2022

Ordinary

income

(including

short-term

capital

gains,

if

any)

$

647

$

34

Long-term

capital

gain

37

—

Total

distributions

$

684

$

34

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

70

At

May

31,

2023,

the

tax-basis

cost

of

investments

(including

derivatives,

if

any)

and

gross

unrealized

appreciation

and

depreciation

were

as

follows:

At

May

31,

2023,

the

tax-basis

components

of

accumulated

net

earnings

(loss)

were

as

follows:

Temporary

differences

between

book-basis

and

tax-basis

components

of

total

distributable

earnings

(loss)

arise

when

certain

items

of

income,

gain,

or

loss

are

recognized

in

different

periods

for

financial

statement

purposes

versus

for

tax

purposes;

these

differences

will

reverse

in

a

subsequent

reporting

period.

The

temporary

differences

relate

primarily

to

the

deferral

of

losses

from

wash

sales.

NOTE

5

-

RELATED

PARTY

TRANSACTIONS

The

fund

is

managed

by

T.

Rowe

Price

Associates,

Inc.

(Price

Associates),

a

wholly

owned

subsidiary

of

T.

Rowe

Price

Group,

Inc.

Price

Associates,

directly

or

through

sub-advisory

agreements

with

its

wholly

owned

subsidiaries,

also

provides

investment

management

services

to

all

the

underlying

Price

Funds.

Certain

officers

and

directors

of

the

fund

are

also

officers

and

directors

of

Price

Associates

and

its

subsidiaries

and

the

underlying

Price

Funds. 

The

fund

operates

in

accordance

with

an

amended

investment

management

agreement

(amended

management

agreement),

between

the

corporation,

on

behalf

of

the

fund,

and

Price

Associates.

Under

the

amended

management

agreement,

the

fund

pays

an

all-inclusive

annual

fee

that

is

based

on

a

predetermined

fee

schedule

that ranges

from

0.44%

to

0.34%

for

the

Investor

Class

and

0.26%

to

0.19%

for

the

I

Class,

generally

($000s)

Cost

of

investments

$

76,771

Unrealized

appreciation

$

1,318

Unrealized

depreciation

(4,047

)

Net

unrealized

appreciation

(depreciation)

$

(2,729

)

($000s)

Undistributed

ordinary

income

$

52

Undistributed

long-term

capital

gain

255

Net

unrealized

appreciation

(depreciation)

(2,729

)

Total

distributable

earnings

(loss)

$

(2,422

)

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

71

declining

as

the

fund

reduces

its

overall

stock

exposure

along

its

investment

glide

path.

The

all-inclusive

management

fee

covers

investment

management

services

and

all

of

the

fund’s

operating

expenses

except

for

interest

expense;

expenses

related

to

borrowings,

taxes,

and brokerage;  nonrecurring,

extraordinary

expenses;

and

acquired

fund

fees

and

expenses.

Differences

in

the

all-inclusive

fees

between

certain

classes

relate

to

differences

in

expected

shareholder

servicing

expenses. At

May

31,

2023,

the

effective

all-inclusive

management

fee

rate

was

0.43%

for

the

Investor

Class

and

0.25%

for

the

I

Class.

In

addition,

the

fund

has entered

into

service

agreements

with

Price

Associates

and

two

wholly

owned

subsidiaries

of

Price

Associates,

each

an

affiliate

of

the

fund

(collectively,

Price).

Price

Associates

provides

certain

accounting

and

administrative

services

to

the

fund.

T.

Rowe

Price

Services,

Inc.

provides

shareholder

and

administrative

services

in

its

capacity

as

the

fund’s

transfer

and

dividend-disbursing

agent.

T.

Rowe

Price

Retirement

Plan

Services,

Inc.

provides

subaccounting

and

recordkeeping

services

for

certain

retirement

accounts

invested

in

the

fund.

Pursuant

to

the

all-inclusive

fee

arrangement

under

the

investment

management

and

administrative

agreement,

expenses

incurred

by

the

fund

pursuant

to

these

service

agreements

are

paid

by

Price

Associates.

The

fund

may

invest

in

the

T.

Rowe

Price

Transition

Fund

(Transition

Fund)

to

facilitate

the

fund’s

transition

between

the

various

underlying

Price

Funds

as

the

fund

rebalances

its

allocation

to

the

underlying

Price

Funds.

There

is

no

specific

neutral

allocation

to

the

Transition

Fund.

In

addition,

the

fund

may

also

maintain

a

small

position

in

the

Transition

Fund

when

it

is

not

actively

involved

in

a

transition. 

The

fund

does

not

invest

in

the

underlying

Price

Funds

for

the

purpose

of

exercising

management

or

control;

however,

investments

by

the

fund

may

represent

a

significant

portion

of

an

underlying

Price

Fund’s

net

assets.

At

May

31,

2023,

the

fund

held

less

than

25%

of

the

outstanding

shares

of

any

underlying

Price

Fund. 

NOTE

6

-

OTHER

MATTERS

Unpredictable

events

such

as

environmental

or

natural

disasters,

war,

terrorism,

pandemics,

outbreaks

of

infectious

diseases,

and

similar

public

health

threats

may

significantly

affect

the

economy

and

the

markets

and

issuers

in

which

the fund

invests.

Certain

events

may

cause

instability

across

global

markets,

including

reduced

liquidity

and

disruptions

in

trading

markets,

while

some

events

may

affect

certain

geographic

regions,

countries,

sectors,

and

industries

more

significantly

than

others,

and

exacerbate

other

pre-existing

political,

social,

and

economic

risks.

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

72

Since

2020,

a

novel

strain

of

coronavirus

(COVID-19)

has

resulted

in

disruptions

to

global

business

activity

and

caused

significant

volatility

and

declines

in

global

financial

markets.

In

February

2022,

Russian

forces

entered

Ukraine

and

commenced

an

armed

conflict

leading

to

economic

sanctions

being

imposed

on

Russia

and

certain

of

its

citizens,

creating

impacts

on

Russian-related

stocks

and

debt

and

greater

volatility

in

global

markets.

In

March

2023,

the

collapse

of

some

US

regional

and

global

banks

as

well

as

overall

concerns

around

the

soundness

and

stability

of

the

global

banking

sector

has

sparked

concerns

of

a

broader

financial

crisis

impacting

the

overall

global

banking

sector.

In

certain

cases,

government

agencies

have

assumed

control

or

otherwise

intervened

in

the

operations

of

certain

banks

due

to

liquidity

and

solvency

concerns.

The

extent

of

impact

of

these

events

on

the

US

and

global

markets

is

highly

uncertain.

These

are

recent

examples

of

global

events

which

may

have

a

negative

impact

on

the

values

of

certain

portfolio

holdings

or the

fund’s

overall

performance.

Management

is

actively

monitoring

the

risks

and

financial

impacts

arising

from

these

events.

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

73

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

To

the

Board

of

Directors

of

T.

Rowe

Price

Retirement

Funds,

Inc.

and

Shareholders

of

T.

Rowe

Price

Retirement

Blend

2045

Fund

Opinion

on

the

Financial

Statements

We

have

audited

the

accompanying

statement

of

assets

and

liabilities,

including

the

portfolio

of

investments,

of

T.

Rowe

Price

Retirement

Blend

2045

Fund

(one

of

the

funds

constituting

T.

Rowe

Price

Retirement

Funds,

Inc.,

referred

to

hereafter

as

the

"Fund")

as

of

May

31,

2023,

the

related

statement

of

operations

for

the

year

ended

May

31,

2023

and

the

statement

of

changes

in

net

assets

and

the

financial

highlights

for

the

year

ended

May

31,

2023

and

for

the

period

July

26,

2021

(Inception)

through

May

31,

2022,

including

the

related

notes

(collectively

referred

to

as

the

“financial

statements”).

In

our

opinion,

the

financial

statements

present

fairly,

in

all

material

respects,

the

financial

position

of

the

Fund

as

of

May

31,

2023,

the

results

of

its

operations

for

the

year

ended

May

31,

2023,

and

the

changes

in

its

net

assets

and

the

financial

highlights

for

the

year

ended

May

31,

2023

and

for

the

period

July

26,

2021

(Inception)

through

May

31,

2022,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

of

the

Fund’s

management.

Our

responsibility

is

to

express

an

opinion

on

the

Fund’s

financial

statements

based

on

our

audits.

We

are

a

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(PCAOB)

and

are

required

to

be

independent

with

respect

to

the

Fund

in

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

of

the

Securities

and

Exchange

Commission

and

the

PCAOB.

We

conducted

our

audits

of

these

financial

statements

in

accordance

with

the

standards

of

the

PCAOB.

Those

standards

require

that

we

plan

and

perform

the

audit

to

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

of

material

misstatement,

whether

due

to

error

or

fraud.

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

74

Our

audits

included

performing

procedures

to

assess

the

risks

of

material

misstatement

of

the

financial

statements,

whether

due

to

error

or

fraud,

and

performing

procedures

that

respond

to

those

risks.

Such

procedures

included

examining,

on

a

test

basis,

evidence

regarding

the

amounts

and

disclosures

in

the

financial

statements.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

by

management,

as

well

as

evaluating

the

overall

presentation

of

the

financial

statements.

Our

procedures

included

confirmation

of

securities

owned

as

of

May

31,

2023

by

correspondence

with

the

transfer

agent.

We

believe

that

our

audits

provide

a

reasonable

basis

for

our

opinion.

/s/

PricewaterhouseCoopers

LLP

Baltimore,

Maryland

July

20,

2023

We

have

served

as

the

auditor

of

one

or

more

investment

companies

in

the

T.

Rowe

Price

group

of

investment

companies

since

1973.

REPORT

OF

INDEPENDENT

REGISTERED

PUBLIC

ACCOUNTING

FIRM

(continued)

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

75

TAX

INFORMATION

(UNAUDITED)

FOR

THE

TAX

YEAR

ENDED 5/31/23

We

are

providing

this

information

as

required

by

the

Internal

Revenue

Code.

The

amounts

shown

may

differ

from

those

elsewhere

in

this

report

because

of

differences

between

tax

and

financial

reporting

requirements.

The

fund’s

distributions

to

shareholders

included:

$63,000 from

short-term

capital

gains 

$37,000 from

long-term

capital

gains,

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%

For

taxable

non-corporate

shareholders,

$624,000 of

the

fund's

income

represents

qualified

dividend

income

subject

to

a

long-term

capital

gains

tax

rate

of

not

greater

than

20%.

For

corporate

shareholders,

$277,000

of

the

fund's

income

qualifies

for

the

dividends-

received

deduction.  

The

fund

will

pass

through

foreign

source

income

of

$278,000

and

foreign

taxes

paid

of

$26,000.  

For

individuals

and

certain

trusts

and

estates

which

are

entitled

to

claim

a

deduction

of

up

to

20%

of

their

combined

qualified

real

estate

investment

trust

(REIT)

dividends,

$5,000 of

the

fund's

income

qualifies

as

qualified

real

estate

investment

trust

(REIT)

dividends.

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

76

INFORMATION

ON

PROXY

VOTING

POLICIES,

PROCEDURES,

AND

RECORDS

A

description

of

the

policies

and

procedures

used

by

T.

Rowe

Price

funds

to

determine

how

to

vote

proxies

relating

to

portfolio

securities

is

available

in

each

fund’s

Statement

of

Additional

Information.

You

may

request

this

document

by

calling

1-800-225-5132

or

by

accessing

the

SEC’s

website,

sec.gov.

The

description

of

our

proxy

voting

policies

and

procedures

is

also

available

on

our

corporate

website.

To

access

it,

please

visit

the

following

Web

page:

https://www.troweprice.com/corporate/us/en/utility/policies.html

Scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Guidelines.”

Click

on

the

links

in

the

shaded

box.

Each

fund’s

most

recent

annual

proxy

voting

record

is

available

on

our

website

and

through

the

SEC’s

website.

To

access

it

through

T.

Rowe

Price,

visit

the

website

location

shown

above,

and

scroll

down

to

the

section

near

the

bottom

of

the

page

that

says,

“Proxy

Voting

Records.”

Click

on

the

Proxy

Voting

Records

link

in

the

shaded

box.

HOW

TO

OBTAIN

QUARTERLY

PORTFOLIO

HOLDINGS

The

fund

files

a

complete

schedule

of

portfolio

holdings

with

the

Securities

and

Exchange

Commission

(SEC)

for

the

first

and

third

quarters

of

each

fiscal

year

as

an

exhibit

to

its

reports

on

Form

N-PORT.

The

fund’s

reports

on

Form

N-PORT

are

available

electronically

on

the

SEC’s

website

(sec.gov).

In

addition,

most

T.

Rowe

Price

funds

disclose

their

first

and

third

fiscal

quarter-end

holdings

on

troweprice.com

.

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

77

Approvals

of

Investment

Management

Agreements

Each

year,

the

Board

of

Directors

(Board)

of

the

T.

Rowe

Price

Retirement

Blend

Funds

considers

the

continuation

of

the

investment

management

agreement

(Advisory

Contract)

between

each

T.

Rowe

Price

Retirement

Blend

Fund

and

its

investment

adviser,

T.

Rowe

Price

Associates,

Inc.

(Adviser).

In

that

regard,

at

a

meeting

held

on

March

6–7,

2023

(Meeting),

the

Board,

including

all

of

the

funds’

independent

directors,

approved

the

continuation

of

the

funds’

Advisory

Contracts.

At

the

Meeting,

the

Board

considered

the

factors

and

reached

the

conclusions

described

below

relating

to

the

selection

of

the

Adviser

and

the

approval

of

the

Advisory

Contracts.

The

independent

directors

were

assisted

in

their

evaluation

of

the

Advisory

Contracts

by

independent

legal

counsel

from

whom

they

received

separate

legal

advice

and

with

whom

they

met

separately.

In

providing

information

to

the

Board,

the

Adviser

was

guided

by

a

detailed

set

of

requests

for

information

submitted

by

independent

legal

counsel

on

behalf

of

the

independent

directors.

In

considering

and

approving

the

continuation

of

the

Advisory

Contracts,

the

Board

considered

the

information

it

believed

was

relevant,

including,

but

not

limited

to,

the

information

discussed

below.

The

Board

considered

not

only

the

specific

information

presented

in

connection

with

the

Meeting

but

also

the

knowledge

gained

over

time

through

interaction

with

the

Adviser

about

various

topics.

The

Board

meets

regularly

and,

at

each

of

its

meetings,

covers

an

extensive

agenda

of

topics

and

materials

and

considers

factors

that

are

relevant

to

its

annual

consideration

of

the

renewal

of

the

T.

Rowe

Price

funds’

advisory

contracts,

including

performance

and

the

services

and

support

provided

to

the

funds

and

their

shareholders.

Services

Provided

by

the

Adviser

The

Board

considered

the

nature,

quality,

and

extent

of

the

services

provided

to

the

funds

by

the

Adviser.

These

services

included,

but

were

not

limited

to,

directing

the

funds’

investments

in

accordance

with

their

investment

programs

and

the

overall

management

of

the

funds’

portfolios,

as

well

as

a

variety

of

related

activities

such

as

financial,

investment

operations,

and

administrative

services;

compliance;

maintaining

the

funds’

records

and

registrations;

and

shareholder

communications.

The

Board

also

reviewed

the

background

and

experience

of

the

Adviser’s

senior

management

team

and

investment

personnel

involved

in

the

management

of

the

funds,

as

well

as

the

Adviser’s

compliance

record.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

nature,

quality,

and

extent

of

the

services

provided

by

the

Adviser,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contracts.

Investment

Performance

of

the

Funds

The

Board

took

into

account

discussions

with

the

Adviser

and

detailed

reports

that

it

regularly

receives

throughout

the

year

on

relative

and

absolute

performance

for

the

T.

Rowe

Price

funds.

In

connection

with

the

Meeting,

the

Board

reviewed

information

provided

by

the

Adviser

that

compared

each

fund’s

total

returns,

as

well

as

a

wide

variety

of

other

previously

agreed-upon

performance

measures

and

market

data,

against

relevant

benchmark

indexes

and

peer

groups

of

funds

with

similar

investment

programs

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

78

for

various

periods

through

December

31,

2022.

Additionally,

the

Board

reviewed

each

fund’s

relative

performance

information

as

of

September

30,

2022,

which

ranked

the

returns

of

the

fund’s

Investor

Class

for

various

periods

against

a

universe

of

funds

with

similar

investment

programs

selected

by

Broadridge,

an

independent

provider

of

mutual

fund

data.

In

the

course

of

its

deliberations,

the

Board

considered

performance

information

provided

throughout

the

year

and

in

connection

with

the

Advisory

Contracts’

review

at

the

Meeting,

as

well

as

information

provided

during

investment

review

meetings

conducted

with

portfolio

managers

and

senior

investment

personnel

during

the

course

of

the

year

regarding

the

funds’

performance.

The

Board

also

considered

relevant

factors,

such

as

overall

market

conditions

and

trends

that

could

adversely

impact

each

fund’s

performance,

length

of

each

fund’s

performance

track

record,

and

how

closely

each

fund’s

strategies

align

with

its

benchmarks

and

peer

groups.

The

Board

concluded

that

the

information

it

considered

with

respect

to

the

funds’

performance,

as

well

as

the

other

factors

considered

at

the

Meeting,

supported

the

Board’s

approval

of

the

continuation

of

the

Advisory

Contracts.

Costs,

Benefits,

Profits,

and

Economies

of

Scale

The

Board

reviewed

detailed

information

regarding

the

revenues

received

by

the

Adviser

under

the

Advisory

Contracts

and

other

direct

and

indirect

benefits

that

the

Adviser

(and

its

affiliates)

may

have

realized

from

its

relationship

with

the

funds.

In

considering

soft-

dollar

arrangements

pursuant

to

which

research

may

be

received

from

broker-dealers

that

execute

the

funds’

portfolio

transactions,

the

Board

noted

that

the

Adviser

bears

the

cost

of

research

services

for

all

client

accounts

that

it

advises,

including

the

T.

Rowe

Price

funds.

The

Board

received

information

on

the

estimated

costs

incurred

and

profits

realized

by

the

Adviser

from

managing

the

T.

Rowe

Price

funds.

While

the

Board

did

not

review

information

regarding

profits

realized

from

managing

any

of

the

Retirement

Blend

Funds

in

particular

because

the

funds

had

either

not

achieved

sufficient

portfolio

asset

size

or

not

recognized

sufficient

revenues

to

produce

meaningful

profit

margin

percentages,

the

Board

concluded

that

the

Adviser’s

profits

were

reasonable

in

light

of

the

overall

services

provided

to

the

T.

Rowe

Price

funds.

The

Board

also

considered

whether

the

funds

benefit

under

the

fee

levels

set

forth

in

the

Advisory

Contracts

or

otherwise

from

any

economies

of

scale

realized

by

the

Adviser.

Under

each

fund’s

Advisory

Contract,

the

fund

pays

the

Adviser

an

all-inclusive

management

fee,

which

is

based

on

the

fund’s

average

daily

net

assets.

The

all-

inclusive

management

fee

includes

investment

management

services

and

provides

for

the

Adviser

to

pay

all

of

the

fund’s

ordinary,

recurring

operating

expenses

except

for

interest;

expenses

related

to

borrowings,

taxes,

and

brokerage;

nonrecurring,

extraordinary

expenses;

and

any

acquired

fund

fees

and

expenses.

In

accordance

with

a

predetermined

contractual

fee

schedule,

the

all-inclusive

management

fee

rate

for

the

T.

Rowe

Price

Retirement

Blend

Funds

generally

starts

to

decline

around

the

time

a

fund

begins

reducing

its

overall

stock

exposure

and

then

continues

to

decline

over

time

as

a

fund

nears

and

then

passes

its

predetermined

target

date.

The

Adviser

has

generally

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

79

implemented

an

all-inclusive

management

fee

structure

in

situations

where

a

fixed

total

expense

ratio

is

useful

for

purposes

of

providing

certainty

of

fees

and

expenses

for

the

investors

in

these

funds

and

historically

has

sought

to

set

the

all-inclusive

management

fee

rate

at

levels

below

the

expense

ratios

of

comparable

funds

to

take

into

account

potential

future

economies

of

scale.

The

all-inclusive

management

fee

structure

also

provides

greater

flexibility

to

make

investment

changes,

including

underlying

fund

changes,

while

maintaining

a

certain

expense

ratio

for

investors.

In

addition,

the

Board

noted

that

the

funds

potentially

share

in

indirect

economies

of

scale

through

the

Adviser’s

ongoing

investments

in

its

business

in

support

of

the

T.

Rowe

Price

funds,

including

investments

in

trading

systems,

technology,

and

regulatory

support

enhancements,

and

the

ability

to

possibly

negotiate

lower

fee

arrangements

with

third-

party

service

providers.

The

Board

concluded

that

the

advisory

fee

structure

for

the

funds

provide

for

a

reasonable

sharing

of

benefits

from

any

economies

of

scale

with

the

funds’

investors.

Fees

and

Expenses

The

Board

was

provided

with

information

regarding

industry

trends

in

management

fees

and

expenses.

Among

other

things,

the

Board

reviewed

data

for

peer

groups

that

were

compiled

by

Broadridge,

which

compared:

(i)

contractual

management

fees,

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

each

fund

with

a

group

of

competitor

funds

selected

by

Broadridge

(Expense

Group);

and

(ii)

actual

management

fees,

nonmanagement

expenses,

and

total

expenses

of

the

Investor

Class

of

each

fund

with

a

broader

set

of

funds

within

the

Lipper

investment

classification

(Expense

Universe).

The

Board

considered

each

fund’s

contractual

management

fee

rate,

actual

management

fee

rate,

and

total

expenses

(all

of

which

generally

reflect

the

all-inclusive

management

fee

rate

applicable

to

that

fund

and

do

not

deduct

the

operating

expenses

paid

by

the

Adviser

as

part

of

the

overall

management

fee)

in

comparison

with

the

information

for

the

Broadridge

peer

groups.

Broadridge

generally

constructed

the

peer

groups

by

seeking

the

most

comparable

funds

based

on

similar

investment

classifications

and

objectives,

expense

structure,

asset

size,

and

operating

components

and

attributes

and,

where

applicable,

ranked

funds

into

quintiles,

with

the

first

quintile

representing

the

funds

with

the

lowest

relative

expenses

and

the

fifth

quintile

representing

the

funds

with

the

highest

relative

expenses.

There

were

certain

funds

that

did

not

have

a

sufficient

number

of

funds

in

their

peer

group

to

rank

within

quintiles.

The

information

provided

to

the

Board

indicated

that

each

fund’s

contractual

management

fees,

actual

management

fees,

and

total

expenses

ranked

as

follows:

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

80

Fund

Contractual

Management

Fees

Actual

Management

Fees

Total

Expenses

Retirement

Blend

2005

Fund

Third

out

of

two

funds

(Expense

Group)

Second

out

of

three

funds

(Expense

Group)

and

second

quintile

(Expense

Universe)

Second

out

of

three

funds

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2010

Fund

First

out

of

two

funds

(Expense

Group)

Third

out

of

four

funds

(Expense

Group)

and

second

quintile

(Expense

Universe)

Second

out

of

four

funds

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2015

Fund

Second

out

of

three

funds

(Expense

Group)

Fourth

out

of

five

funds

(Expense

Group)

and

third

quintile

(Expense

Universe)

Second

out

of

five

funds

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2020

Fund

First

out

of

two

funds

(Expense

Group)

Third

out

of

four

funds

(Expense

Group)

and

third

quintile

(Expense

Universe)

Second

out

of

four

funds

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2025

Fund

Fourth

out

of

five

funds

(Expense

Group)

Fifth

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe)

First

quintile

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2030

Fund

Fourth

out

of

five

funds

(Expense

Group)

Fifth

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe)

First

quintile

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2035

Fund

Fourth

quintile

(Expense

Group)

Fifth

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe)

First

quintile

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2040

Fund

Fourth

out

of

five

funds

(Expense

Group)

Fifth

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe)

First

quintile

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2045

Fund

Fourth

quintile

(Expense

Group)

Fifth

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe)

Third

quintile

(Expense

Group)

and

second

quintile

(Expense

Universe)

Retirement

Blend

2050

Fund

Fourth

out

of

five

funds

(Expense

Group)

Fifth

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe)

Third

quintile

(Expense

Group)

and

first

quintile

(Expense

Universe)

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

81

The

Board

also

reviewed

the

fee

schedules

for

other

investment

portfolios

with

similar

mandates

that

are

advised

or

subadvised

by

the

Adviser

and

its

affiliates,

including

separately

managed

accounts

for

institutional

and

individual

investors;

subadvised

funds;

and

other

sponsored

investment

portfolios,

including

collective

investment

trusts

and

pooled

vehicles

organized

and

offered

to

investors

outside

the

United

States.

Management

provided

the

Board

with

information

about

the

Adviser’s

responsibilities

and

services

provided

to

subadvisory

and

other

institutional

account

clients,

including

information

about

how

the

requirements

and

economics

of

the

institutional

business

are

fundamentally

different

from

those

of

the

proprietary

mutual

fund

business.

The

Board

considered

information

showing

that

the

Adviser’s

mutual

fund

business

is

generally

more

complex

from

a

business

and

compliance

perspective

than

its

institutional

account

business

and

considered

various

relevant

factors,

such

as

the

broader

scope

of

operations

and

oversight,

more

extensive

shareholder

communication

infrastructure,

greater

asset

flows,

heightened

business

risks,

and

differences

in

applicable

laws

and

regulations

associated

with

the

Adviser’s

proprietary

mutual

fund

business.

In

assessing

the

reasonableness

of

each

fund’s

management

fee

rate,

the

Board

considered

the

differences

in

the

nature

of

the

services

required

for

the

Adviser

to

manage

its

mutual

fund

business

versus

managing

a

discrete

pool

of

assets

as

a

subadviser

to

another

institution’s

mutual

fund

or

for

an

institutional

account

and

that

the

Adviser

generally

performs

significant

additional

services

and

assumes

greater

risk

in

managing

the

funds

and

other

T.

Rowe

Price

funds

than

it

does

for

institutional

account

clients,

including

subadvised

funds.

On

the

basis

of

the

information

provided

and

the

factors

considered,

the

Board

concluded

that

the

fees

paid

by

the

funds

under

the

Advisory

Contracts

are

reasonable.

Fund

Contractual

Management

Fees

Actual

Management

Fees

Total

Expenses

Retirement

Blend

2055

Fund

Fourth

quintile

(Expense

Group)

Fifth

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe)

Third

quintile

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2060

Fund

Fourth

out

of

five

funds

(Expense

Group)

Fifth

quintile

(Expense

Group)

and

fourth

quintile

(Expense

Universe)

Second

quintile

(Expense

Group)

and

first

quintile

(Expense

Universe)

Retirement

Blend

2065

Fund

Third

out

of

four

funds

(Expense

Group)

Fourth

quintile

(Expense

Group)

and

third

quintile

(Expense

Universe)

Second

quintile

(Expense

Group)

and

second

quintile

(Expense

Universe)

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

Retirement

Blend

2045

Fund

82

Approvals

of

the

Advisory

Contracts

As

noted,

the

Board

approved

the

continuation

of

each

fund’s

Advisory

Contract.

No

single

factor

was

considered

in

isolation

or

to

be

determinative

to

the

decision.

Rather,

the

Board

concluded,

in

light

of

a

weighting

and

balancing

of

all

factors

considered,

that

it

was

in

the

best

interests

of

the

funds

and

their

shareholders

for

the

Board

to

approve

the

continuation

of

the

Advisory

Contracts

(including

the

fees

to

be

charged

for

services

thereunder).

Approvals

of

Investment

Management

Agreements

(CONTINUED)

T.

ROWE

PRICE

RETIREMENT

BLEND

2045

FUND

83

ABOUT

THE

FUND'S

DIRECTORS

AND

OFFICERS

Your

fund

is

overseen

by

a

Board

of

Directors

(Board)

that

meets

regularly

to

review

a

wide

variety

of

matters

affecting

or

potentially

affecting

the

fund,

including

performance,

investment

programs,

compliance

matters,

advisory

fees

and

expenses,

service

providers,

and

business

and

regulatory

affairs.

The

Board

elects

the

fund’s

officers,

who

are

listed

in

the

final

table.

The

directors

who

are

also

employees

or

officers

of

T.

Rowe

Price

are

considered

to

be

“interested”

directors

as

defined

in

Section

2(a)(19)

of

the

1940

Act

because

of

their

relationships

with

T.

Rowe

Price

Associates,

Inc. (T.

Rowe

Price),

and

its

affiliates.

The

business

address

of

each

director

and

officer

is

100

East

Pratt

Street,

Baltimore,

Maryland

21202.

The

Statement

of

Additional

Information

includes

additional

information

about

the

fund

directors

and

is

available

without

charge

by

calling

a

T.

Rowe

Price

representative

at

1-800-638-5660.

INDEPENDENT

DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Teresa

Bryce

Bazemore

(1959)

2018

[210]

President

and

Chief

Executive

Officer,

Federal

Home

Loan

Bank

of

San

Francisco

(2021

to

present);

Chief

Executive

Officer,

Bazemore

Consulting

LLC

(2018

to

2021);

Director,

Chimera

Investment

Corporation

(2017

to

2021);

Director,

First

Industrial

Realty

Trust

(2020

to

present);

Director,

Federal

Home

Loan

Bank

of

Pittsburgh

(2017

to

2019)

Melody

Bianchetto

(1966)

2023

[210]

Advisory

Board

Member;

Vice

President

for

Finance,

University

of

Virginia

(2015

to

2023)

Bruce

W.

Duncan

(1951)

2013

[210]

President,

Chief

Executive

Officer,

and

Director,

CyrusOne,

Inc.

(2020

to

2021);

Chair

of

the

Board

(2016

to

2020)

and

President

(2009

to

2016),

First

Industrial

Realty

Trust,

owner

and

operator

of

industrial

properties;

Member,

Investment

Company

Institute

Board

of

Governors

(2017

to

2019);

Member,

Independent

Directors

Council

Governing

Board

(2017

to

2019);

Senior

Advisor,

KKR

(2018

to

2022);

Director,

Boston

Properties

(2016

to

present);

Director,

Marriott

International,

Inc.

(2016

to

2020)

Robert

J.

Gerrard,

Jr.

(1952)

2012

[210]

Chair

of

the

Board,

all

funds

(July

2018

to

present)

Paul

F.

McBride

(1956)

2013

[210]

Advisory

Board

Member,

Vizzia

Technologies

(2015

to

present);

Board

Member,

Dunbar

Armored

(2012

to

2018)

T.

ROWE

PRICE

RETIREMENT

BLEND

2045

FUND

84

INTERESTED  DIRECTORS

(a)

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Mark

J.

Parrell

(1966)

2023

[210]

Advisory

Board

Member;

Board

of

Trustees

Member

and

Chief

Executive

Officer

(2019

to

present),

President

(2018

to

present),

Executive

Vice

President

and

Chief

Financial

Officer

(2007

to

2018),

and

Senior

Vice

President

and

Treasurer

(2005

to

2007),

EQR;

Member

and

Chair,

Nareit

Dividends

Through

Diversity,

Equity

&

Inclusion

CEO

Council,

Nareit

2021

Audit

and

Investment

Committee

(2021);

Advisory

Board,

Ross

Business

School

at

University

of

Michigan

(2015

to

2016);

Member

and

Chair

of

the

Finance

Committee,

National

Multifamily

Housing

Council

(2015

to

2016);

Member,

Economic

Club

of

Chicago;

Director,

Brookdale

Senior

Living,

Inc.

(2015

to

2017);

Director,

Aviv

REIT,

Inc.

(2013

to

2015);

Director,

Real

Estate

Roundtable

(July

2021

to

present)

and

the

2022

Executive

Board

Nareit

(November

2021

to

present);

Board

of

Directors

and

Chair

of

the

Finance

Committee,

Greater

Chicago

Food

Depository

(July

2017

to

present)  

Kellye

L.

Walker

(1966)

2021

[210]

Executive

Vice

President

and

Chief

Legal

Officer,

Eastman

Chemical

Company

(April

2020

to

present);

Executive

Vice

President

and

Chief

Legal

Officer,

Huntington

Ingalls

Industries,

Inc.

(January

2015

to

March

2020);

Director,

Lincoln

Electric

Company

(October

2020

to

present)

(a)

All

information

about

the

independent

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

David

Oestreicher

(1967)

2018

[210]

Director,

Vice

President,

and

Secretary,

T.

Rowe

Price,

T.

Rowe

Price

Investment

Services,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.;

Director

and

Secretary,

T.

Rowe

Price

Investment

Management,

Inc.

(Price

Investment

Management);

Vice

President

and

Secretary,

T.

Rowe

Price

International

(Price

International);

Vice

President,

T.

Rowe

Price

Hong

Kong

(Price

Hong

Kong),

T. Rowe

Price

Japan

(Price

Japan),

and

T.

Rowe

Price

Singapore

(Price

Singapore);

General

Counsel,

Vice

President,

and

Secretary,

T.

Rowe

Price

Group,

Inc.;

Chair

of

the

Board,

Chief

Executive

Officer,

President,

and

Secretary,

T.

Rowe

Price

Trust

Company;

Principal

Executive

Officer

and

Executive

Vice

President,

all

funds

INDEPENDENT

DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

RETIREMENT

BLEND

2045

FUND

85

OFFICERS

Name

(Year

of

Birth)

Year

Elected

[Number

of

T.

Rowe

Price

Portfolios

Overseen]

Principal

Occupation(s)

and

Directorships

of

Public

Companies

and

Other

Investment

Companies

During

the

Past

Five

Years

Eric

L.

Veiel,

CFA

(1972)

2022

[210]

Director

and

Vice

President,

T.

Rowe

Price;

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company;

Vice

President,

Global

Funds

(a)

All

information

about

the

interested

directors

was

current

as

of

December

31,

2022,

unless

otherwise

indicated,

except

for

the

number

of

portfolios

overseen,

which

is

current

as

of

the

date

of

this

report.

Name

(Year

of

Birth)

Position

Held

With

Retirement

Blend

Funds

Principal

Occupation(s) 

Stephen

L.

Bartolini,

CFA

(1977)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Armando

(Dino)

Capasso

(1974)

Chief

Compliance

Officer

Chief

Compliance

Officer

and

Vice

President,

T.

Rowe

Price

and

Price

Investment

Management;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

formerly,

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

AST

Investment

Services,

Inc.

(ASTIS)

(to

2022);

Chief

Compliance

Officer,

PGIM

Retail

Funds

complex

and

Prudential

Insurance

Funds

(to

2022);

Vice

President

and

Deputy

Chief

Compliance

Officer,

PGIM

Investments

LLC

and

ASTIS

(to

2019)

Richard

de

los

Reyes

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Kimberly

E.

DeDominicis

(1976)

Co-president 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Alan

S.

Dupski,

CPA

(1982)

Principal

Financial

Officer,

Vice

President,

and

Treasurer

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

David

J.

Eiswert,

CFA

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Gary

J.

Greb

(1961)

Vice

President

Vice

President,

Price

Investment

Management,

T.

Rowe

Price,

Price

International,

and

T.

Rowe

Price

Trust

Company

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

INTERESTED  DIRECTORS

(a)

(CONTINUED)

T.

ROWE

PRICE

RETIREMENT

BLEND

2045

FUND

86

Name

(Year

of

Birth)

Position

Held

With

Retirement

Blend

Funds

Principal

Occupation(s) 

Cheryl

Hampton,

CPA

(1969)

Vice

President

Vice

President,

T.

Rowe

Price;

formerly,

Tax

Director,

Invesco

Ltd.

(to

2021);

Vice

President,

Oppenheimer

Funds,

Inc.

(to

2019)

Arif

Husain,

CFA

(1972)

Vice

President

Vice

President,

T.

Rowe

Price

Group,

Inc.,

and

Price

International

Andrew

G.

Jacobs

Van

Merlen

(1978)

Co-president 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Benjamin

Kersse,

CPA

(1989)

Vice

President

Vice

President,

T.

Rowe

Price

Paul

J.

Krug,

CPA

(1964)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Wyatt

A.

Lee,

CFA

(1971)

Co-president 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Paul

M.

Massaro,

CFA

(1975)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Matthew

W.

Novak

(1983)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Sébastien

Page  (1977)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Robert

A.

Panariello

(1983)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Fran

M.

Pollack-Matz

(1961)

Vice

President

and

Secretary 

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Investment

Services,

Inc.,

and

T.

Rowe

Price

Services,

Inc.

Shannon

H.

Rauser

(1987)

Assistant

Secretary 

Assistant

Vice

President,

T.

Rowe

Price

Darren

Scheinberg

(1979)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Richard

Sennett,

CPA

(1970)

Assistant

Treasurer

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

and

T.

Rowe

Price

Trust

Company

Charles

M.

Shriver,

CFA

(1967)

Vice

President

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

Price

International,

and

T.

Rowe

Price

Trust

Company

Guido

F.

Stubenrauch,

CFA

(1970)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

T.

ROWE

PRICE

RETIREMENT

BLEND

2045

FUND

87

Name

(Year

of

Birth)

Position

Held

With

Retirement

Blend

Funds

Principal

Occupation(s) 

Justin

Thomson

(1968)

Vice

President

Director,

Price

Hong

Kong;

Vice

President,

T.

Rowe

Price

Group,

Inc.;

Director

and

Vice

President,

Price

International

James

A.

Tzitzouris,

Jr.,

Ph.D.

(1974)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Megan

Warren

(1968)

Vice

President

OFAC

Sanctions

Compliance

Officer

and

Vice

President,

Price

Investment

Management;

Vice

President,

T.

Rowe

Price,

T.

Rowe

Price

Group,

Inc.,

T.

Rowe

Price

Retirement

Plan

Services,

Inc.,

T.

Rowe

Price

Services,

Inc.,

and

T.

Rowe

Price

Trust

Company

Justin

P.

White  (1981)

Vice

President

Vice

President,

T.

Rowe

Price

and

T.

Rowe

Price

Group,

Inc.

Unless

otherwise

noted,

officers

have

been

employees

of

T.

Rowe

Price

or

Price

International

for

at

least

5

years.

OFFICERS

(CONTINUED)

100

East

Pratt

Street

Baltimore,

MD

21202

T.

Rowe

Price

Investment

Services,

Inc.

Call

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F1354-050

7/23

Item 1. (b) Notice pursuant to Rule 30e-3.

Not applicable.

Item 2. Code of Ethics.

The registrant has adopted a code of ethics, as defined in Item 2 of Form N-CSR, applicable to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of this code of ethics is filed as an exhibit to this Form N-CSR. No substantive amendments were approved or waivers were granted to this code of ethics during the period covered by this report.

Item 3. Audit Committee Financial Expert.

The registrant’s Board of Directors has determined that Ms. Teresa Bryce Bazemore qualifies as an audit committee financial expert, as defined in Item 3 of Form N-CSR. Ms. Bazemore is considered independent for purposes of Item 3 of Form N-CSR.

Item 4. Principal Accountant Fees and Services.

(a) – (d)    Aggregate fees billed for the last two fiscal years for professional services rendered to, or on behalf of, the registrant by the registrant’s principal accountant were as follows:

	2023		2022
Audit Fees	$	13,806	$	13,183
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees		-		-

Audit fees include amounts related to the audit of the registrant’s annual financial statements and services normally provided by the accountant in connection with statutory and regulatory filings. Audit-related fees include amounts reasonably related to the performance of the audit of the registrant’s financial statements and specifically include the issuance of a report on internal controls and, if applicable, agreed-upon procedures related to fund acquisitions. Tax fees include amounts related to services for tax compliance, tax planning, and tax advice. The nature of these services specifically includes the review of distribution calculations and the preparation of Federal, state, and excise tax returns. All other fees include the registrant’s pro-rata share of amounts for agreed-upon procedures in conjunction with service contract approvals by the registrant’s Board of Directors/Trustees.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval in advance at regularly scheduled audit committee meetings. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit or non-audit services requiring fees of a de minimis amount is not permitted.

(2) No services included in (b) – (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) Less than 50 percent of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees.

(g) The aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant were $1,521,000 and $2,959,000, respectively.

(h) All non-audit services rendered in (g) above were pre-approved by the registrant’s audit committee. Accordingly, these services were considered by the registrant’s audit committee in maintaining the principal accountant’s independence.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable. The complete schedule of investments is included in Item 1 of this Form N-CSR.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

There has been no change to the procedures by which shareholders may recommend nominees to the registrant’s board of directors.

Item 11. Controls and Procedures.

(a)   The registrant’s principal executive officer and principal financial officer have evaluated the registrant’s disclosure controls and procedures within 90 days of this filing and have concluded that the registrant’s disclosure controls and procedures were effective, as of that date, in ensuring that information required to be disclosed by the registrant in this Form N-CSR was recorded, processed, summarized, and reported timely.

(b)   The registrant’s principal executive officer and principal financial officer are aware of no change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable.

Item 13. Exhibits.

(a)(1)	The registrant’s code of ethics pursuant to Item 2 of Form N-CSR is attached.
(2)	Separate certifications by the registrant’s principal executive officer and principal financial officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(a) under the Investment Company Act of 1940, are attached.
(3)	Written solicitation to repurchase securities issued by closed-end companies: not applicable.
(b)	A certification by the registrant’s principal executive officer and principal financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and required by Rule 30a-2(b) under the Investment Company Act of 1940, is attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

T. Rowe Price Retirement Funds, Inc.
By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	July 20, 2023

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By	/s/ David Oestreicher
	David Oestreicher
	Principal Executive Officer
Date	July 20, 2023

By	/s/ Alan S. Dupski
	Alan S. Dupski
	Principal Financial Officer
Date	July 20, 2023